{"url_path":"/sec/daic/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-074608-index.html","accession_number":"0001213900-26-074608","cik":"0002033770","ticker":"DAIC","issuer_name":"CID Holdco, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-074608-index.html","primary_entity_key":"0002033770","primary_entity_name":"CID Holdco, Inc."},"word_count":1221,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 26, 2026, CID HoldCo, Inc. (the “Company”) and\nSEE ID, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“SEE ID”), and DOT Works, Inc., a Puerto Rico\ncorporation and wholly-owned subsidiary of the Company (“DOT Works”), entered into a Note Purchase Agreement, dated as of\nJune 23, 2026 (the “Note Purchase Agreement”), with Phillips Equities & Trust, LLC, a Delaware limited liability company\n(the “Lender”), and a Senior Secured Convertible Promissory Note in the original principal amount of $500,000.00 (the “Note”).\nIn connection with the Note Purchase Agreement and Note, the Company also entered into a Registration Rights Agreement with the Lender\n(the “Registration Rights Agreement” and together with the Note Purchase Agreement, the Note and the Registration Rights Agreement,\nthe “Transaction Documents”).\n\n \n\n**Note Purchase Agreement and Senior Secured Convertible Promissory\nNote**\n\n** **\n\nThe Company, SEE ID and DOT Works entered into the Note Purchase Agreement\nwith the Lender, pursuant to which the Lender agreed to purchase the Note from the Company. Proceeds under the Note were funded to the\nCompany in full concurrently with the execution of the Note Purchase Agreement. SEE ID is a guarantor of the Company’s obligations\nunder the Note Purchase Agreement and Note; however, DOT Works is neither a borrower nor guarantor of the obligations under the Note Purchase\nAgreement and Note and joined in the Note Purchase Agreement solely in respect of certain representations, warranties and covenants to\nthe Lender under the Note Purchase Agreement and Note. The Note was consideration for exclusivity with the Company under the previously\ndisclosed non-binding letter of intent to sell a portion of its designated operating assets used in the SEE ID and DOT Works businesses\nto the Lender (or an affiliate of the Lender).\n\n \n\n*Interest and Maturity*. The Note bears interest at 6% per annum\non the principal amount with the Note maturing twelve months after the funding date. The Company may not prepay the Note before maturity,\nwithout the prior written consent of the Lender.\n\n \n\n*Conversion*. The Note will be convertible at the option of the\nLender into shares of Common Stock at a variable conversion price equal to 80% of the lowest daily VWAP of the Common Stock during the\n5 consecutive trading days before the conversion notice.\n\n \n\n*Beneficial Ownership Limitation*. The Note is subject to a beneficial\nownership limitation of 4.99%, subject to increase to 9.99% upon 61 days’ prior written notice by the Lender to the Company.\n\n \n\n*Security Interest*. The Note is a senior secured obligation of\nthe Company, with priority over all existing and future indebtedness of the Company. The obligations under the Note are secured by all\nof the assets, personal property of every kind, intellectual property, claims, products and proceeds of the Company. The Note is currently\nstructured as a second priority lien, subordinated to the Company’s obligations to J.J. Astor & Co. (“J.J. Astor”)\npursuant to a loan agreement dated December 4, 2025, until those obligations are discharged in full. So long as any obligation under the\nNote remains outstanding, the Company may not incur or guarantee any indebtedness that is senior to or pari passu with its obligations\nunder the Note, other than the J.J. Astor obligations. In connection with the Note Purchase Agreement, the Company also entered into a\nsecurity agreement granting the Lender a second priority lien, subordinated to the Company’s obligations to J.J. Astor, in all assets\nof the Company, and an intellectual property security agreement granting the Lender a second priority lien, subordinated to the Company’s\nobligations to J.J. Astor, in all its intellectual property assets.\n\n \n\nAdditionally, J.J. Astor informed the Company that the Lender (or an\naffiliate of the Lender) had purchased the remaining obligations of the Company from J.J. Astor, who assigned the Company’s obligations\nto the Lender and, as of the date hereof, is the sole holder of such obligations of the Company.\n\n \n\n*Use of Proceeds*. The Company may only use the proceeds of the\nNote for working capital, transaction expenses, directors’ and officers’ insurance or tail premiums or other purposes approved\nby the Lender.\n\n \n\n*Restrictions on Senior and Pari Passu Debt*. For so long as the\nNote remains outstanding, the Company may not enter into any new senior or pari passu debt or incur any liens, except in respect of the\nJ.J. Astor obligations (as assigned to the Lender) and other permitted liens.\n\n \n\n1\n\n \n\n \n\n*Events of Default*. Events of Default under the Note include,\namong others: (i) failure to pay principal or interest when due after applicable notice and five (5) business day cure period; (ii) failure\nto deliver conversion shares when required and not prohibited by the ownership limit or the rules of Nasdaq; (iii) breach of any covenant\nor representation and warranty in the Note Purchase Agreement or any other Transaction Document after notice and, if curable, expiration\nof a 30-day cure period; (iv) bankruptcy, insolvency, or liquidation; (v) delisting of the Common Stock from Nasdaq; (vi) failure to timely\ncomply with Exchange Act reporting requirements; (vii) unauthorized transfers or liens on the assets of the Company or its subsidiaries\nor incurrence of restricted indebtedness by the Company or its subsidiaries; (viii) breach of the Company’s exclusivity obligations\nto the Lender, and (ix) cross-default with all other agreements between the Company and the Lender. Upon and during an Event of Default,\nthe outstanding principal, accrued interest, and all other amounts owed will bear interest at a default rate of 12% per annum. In addition,\nthe Lender may accelerate all outstanding principal, accrued interest, and all other amounts owed to become immediately due and payable\n\n \n\n*Stockholder Approval; Exchange Cap*. Unless any required stockholder\napprovals have been obtained, the Company may not issue, and the Lender does not have the right to receive, shares of common stock, par\nvalue $0.0001, of the Company (the “Common Stock”) upon conversion of the Note above 19.99% of the Common Stock or voting\npower outstanding immediately before issuance of the Note net of any shares of Common Stock required to be aggregated under the applicable\nrules of The Nasdaq Stock Market LLC, subject to adjustment for stock splits and similar adjustments. Failure to receive any required\nstockholder approvals shall not constitute an Event of Default nor result in any adjustment to the interest rate or principal amount\nof the Note, will not result in a reduction of the conversion price and shall not create any penalty, liquidated damages, redemption premium,\nmake-whole or other economic consequences to the Company.\n\n \n\n**Registration Rights Agreement**\n\n \n\nIn connection with the Note Purchase Agreement and Note, the Company entered into\nthe Registration Rights Agreement with the Lender, pursuant to which the Company has agreed to file a registration statement on Form S-1\n(the “Registration Statement”) with the SEC within 45 calendar days after the funding date of the Note, covering the resale\nby the Lender of the shares of Common Stock issuable upon conversion of the Note.\n\n \n\nThe foregoing description of the Note Purchase Agreement, Note and\nRegistration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note\nPurchase Agreement, Note and Registration Rights Agreement, which will be filed by the Company on its next Quarterly Report on Form 10-Q\nfor the quarter ended June 30, 2026."}