{"url_path":"/sec/daic/8-k/2026-05-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-055200-index.html","accession_number":"0001213900-26-055200","cik":"0002033770","ticker":"DAIC","issuer_name":"CID Holdco, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-055200-index.html","primary_entity_key":"0002033770","primary_entity_name":"CID Holdco, Inc."},"word_count":1174,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\n** **\n\nOn May 12, 2026, CID HoldCo, Inc. (the \"Company\") held its 2026\nAnnual Meeting of Stockholders (the \"Annual Meeting\"). The Annual Meeting was conducted virtually via live video webcast. As\nof the record date of March 23, 2026, there were 29,293,322 shares of the Company's common stock, par value $0.0001 per share (the \"Common\nStock\"), outstanding and entitled to vote at the Annual Meeting. 17,634,353 shares of Common Stock were represented at the Annual\nMeeting in person (virtually) or by proxy, constituting a quorum.\n\n \n\nThe following is a brief description of each matter voted upon at the Annual\nMeeting and the final results of voting on each such matter.\n\n \n\n**Proposal 1 — Election of Class I Director**\n\n \n\nStockholders voted to elect one Class I director nominee, Phyllis Newhouse,\nto serve until the 2029 annual meeting of stockholders or until her successor is duly elected and qualified. Directors are elected by\na plurality of the votes cast. The voting results were as follows:\n\n \n\n**Nominee**\n \n**Votes For**\n \n**Votes Withheld**\n \n**Broker Non-Votes**\n\nPhyllis Newhouse\n \n11,822,046\n \n414,464\n \n5,397,843\n\n \n\nBased on the voting results, Phyllis Newhouse was elected as a Class\nI director.\n\n \n\n**Proposal 2 — Ratification of Independent Registered Public\nAccounting Firm**\n\n** **\n\nStockholders voted to ratify the appointment of Carr, Riggs &\nIngram, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative\nvote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting\nresults were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n\n17,337,725\n \n189,078\n \n107,550\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n**Proposal 3 — Approval of the Reverse Split Proposal**\n\n** **\n\nStockholders voted to approve an amendment to the Company's Amended\nand Restated Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse stock splits of the Common\nStock by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25), with the exact ratio and number of\nreverse stock splits, if any, to be determined by the Board of Directors in its sole discretion. The affirmative vote of a majority of\nthe votes cast by the holders entitled to vote thereon was required for approval. The voting results were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n\n16,513,265\n \n1,113,370\n \n7,718\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n \n\n \n\n \n\n**Proposal 4A — Approval of the Nasdaq Service Proposal (Financing\nSource A)**\n\n** **\n\nStockholders voted to approve, for purposes of complying with Nasdaq\nListing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection\nwith financing documents between the Company and one or more potential financing sources (\"Financing Source A\"), including a\ncommon stock purchase agreement establishing an equity line of credit, a note purchase agreement and related senior secured convertible\npromissory note, and a common stock purchase warrant, in order to, among other things, make scheduled monthly payments under that certain\nLoan Agreement, dated December 4, 2025, between the Company and J.J. Astor & Co. (the \"J.J. Astor Loan\") and terminate that\ncertain Share Purchase Agreement (the \"Original ELOC\") with New Circle Principal Investments LLC, a Delaware limited liability\ncompany (\"New Circle\"), in an amount that may exceed 20% of the Company's Common Stock currently outstanding. The affirmative\nvote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting\nresults were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n11,819,521\n \n379,922\n \n37,067\n \n5,397,843\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n**Proposal 4B — Approval of the Nasdaq Service Proposal (Financing\nSource B)**\n\n** **\n\nStockholders voted to approve, for purposes of complying with Nasdaq\nListing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection\nwith financing documents between the Company and one or more potential financing sources (\"Financing Source B\"), including a\ncommon stock purchase agreement establishing an equity line of credit, a preferred stock purchase agreement, and a common stock purchase\nwarrant, in order to, among other things, entirely pay off the J.J. Astor Loan and terminate the Original ELOC, in an amount that may\nexceed 20% of the Company's Common Stock currently outstanding. The affirmative vote of the holders of a majority of shares of the voting\npower present or represented by proxy was required for approval. The voting results were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n11,473,448\n \n726,020\n \n37,042\n \n5,397,843\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n**Proposal 5 — Approval of the Nasdaq Conversion Proposal**\n\n** **\n\nStockholders voted to approve, for purposes of complying with Nasdaq\nListing Rules 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of Common Stock upon\nconversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan,\nwithout giving effect to the exchange cap in such convertible note. The affirmative vote of the holders of a majority of shares of the\nvoting power present or represented by proxy was required for approval. The voting results were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n11,884,280\n \n307,391\n \n44,839\n \n5,397,843\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n \n\n \n\n \n\n**Proposal 6 — Approval of the Nasdaq 20% Proposal**\n\n** **\n\nStockholders voted to approve, for purposes of complying with Nasdaq\nListing Rules 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into\nor exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company's\nCommon Stock outstanding before the execution of such transactions. The affirmative vote of the holders of a majority of shares of the\nvoting power present or represented by proxy was required for approval. The voting results were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n11,415,164\n \n768,271\n \n53,075\n \n5,397,843\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n**Proposal 7 — Approval of the Incentive Plan Amendment Proposal**\n\n** **\n\nStockholders voted to approve an amendment to the Company's 2024\nEquity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares. The affirmative\nvote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting\nresults were as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n11,087,758\n \n1,095,507\n \n53,245\n \n5,397,843\n\n \n\nBased on the voting results, this proposal was approved.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nCID HoldCo, Inc.\n\n \n \n \n\nDate: May 12, 2026\nBy:\n/s/ Edmund Nabrotzky\n\n \n \nEdmund Nabrotzky\n\n \n \nPresident and Chief Executive Officer"}