{"url_path":"/sec/daicw/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-055091-index.html","accession_number":"0001213900-26-055091","cik":"0002033770","ticker":"DAIC","issuer_name":"CID Holdco, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-055091-index.html","primary_entity_key":"0002033770","primary_entity_name":"CID Holdco, Inc."},"word_count":1509,"has_tables":true,"body_markdown":"**Item 5. Other Information.**\n\n \n\n**Entry into a Material Definitive Agreement**\n\n \n\nOn May 7, 2026, the Company entered into a Side Letter Agreement (the\n“Side Letter”) with White Lion Capital, LLC (“White Lion”), which amends that certain Note Purchase Agreement,\ndated April 17, 2026, by and between the Company and White Lion (the “Note Purchase Agreement”). The Note Purchase Agreement\nprovides for the purchase and sale of senior secured convertible promissory notes of the Company in an aggregate principal amount of up\nto $2,875,000, convertible into shares of common stock, $0.0001 par value per share, of the Company. The Company previously reported the\nNote Purchase Agreement on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2026.\n\n \n\nThe Side Letter amends the Note Purchase Agreement as follows:\n\n \n\n**Acceleration of Required Subsequent Closing Dates.** Under\nthe Note Purchase Agreement, the parties are required to consummate a second closing (the “First Required Subsequent Closing”)\nand a third closing (the “Second Required Subsequent Closing”) on specified dates, subject to satisfaction of certain conditions.\nThe Side Letter provides that White Lion may accelerate each of the First Required Subsequent Closing date and the Second Required Subsequent\nClosing date to any earlier date at its sole discretion upon written notice to the Company, which written notice may be delivered via\nemail. All references in the Note Purchase Agreement to such closing dates are deemed to refer to such accelerated date, as applicable.\n\n \n\n**Delivery of Payments.** The Note Purchase Agreement provides\nthat, on each closing date, White Lion is required to deliver the funding amount of $230,000 (the “Funding Amount”). The Side\nLetter modifies this payment mechanism as follows: unless otherwise subsequently agreed in writing by the parties, (i) payment of the\nFunding Amount for the First Required Subsequent Closing shall be made directly to the Company, in accordance with the Company’s written\nwiring instructions, and (ii) thereafter, payment of the Funding Amount for the Second Required Subsequent Closing and any additional\noptional subsequent closings shall be made directly to J.J. Astor & Co. (“J.J. Astor”), in accordance with J.J. Astor’s\nwritten wiring instructions, until all amounts outstanding under the senior secured convertible notes previously issued by the Company\nto J.J. Astor (the “J.J. Astor Notes”) are paid in full. Except as modified and amended by the Side Letter, all of the terms\nand conditions of the Note Purchase Agreement remain in full force and effect.\n\n \n\nThe foregoing description of the Side Letter does not purport to be\ncomplete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.2 to\nthis Quarterly Report on Form 10-Q and is incorporated herein by reference.\n\n \n\n**Termination of a Material Definitive Agreement**\n\n** **\n\nOn May 8, 2026, the Company terminated its standby equity purchase\nagreement (equity line of credit) (the “SEPA”) with New Circle Principal Investment LLC (“New Circle”), which\nhad previously provided the Company with the right, but not the obligation, to sell shares of its common stock to New Circle from time\nto time, subject to customary conditions and limitations. The Company terminated the SEPA as part of a shift in its financing strategy.\nThe termination was effected by notice permitted under the SEPA. Following the termination, neither the Company nor New Circle has any\nfurther right to require purchases of the Company’s common stock under the SEPA after the termination date, and the SEPA otherwise\nceased to be of further force and effect, except for those provisions that expressly survive termination. No termination fee or penalty\nwas payable by the Company in connection with the termination.\n\n  \n\n43\n\n \n\n \n\n**Creation of a Direct Financial Obligation or an Obligation under\nan Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn May 7, 2026, the Company completed the First Required Subsequent\nClosing and issued and sold to White Lion a senior secured convertible promissory note (the “Note”) in the face amount of\n$287,500 for cash proceeds of $230,000, reflecting a 20% original issue discount, pursuant to the Note Purchase Agreement. Pursuant to\nthe Side Letter, the proceeds of the First Required Subsequent Closing were paid directly to the Company.\n\n \n\nThe Note bears interest at 8% per annum, and the interest for the first\nsix months accrues immediately and is guaranteed. The Note matures on the six-month anniversary of the issue date.\n\n \n\nThe Note is convertible, at the option of White Lion, into shares of\nthe Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a variable conversion price equal to\n80% of the lowest daily volume-weighted average price of the Common Stock during the fifteen trading day period ending on the latest complete\ntrading day prior to the applicable conversion date.\n\n \n\nIn no event shall White Lion be entitled to convert any portion of\nthe Note to the extent that such conversion would result in White Lion and its affiliates beneficially owning in excess of 4.99% of the\noutstanding shares of Common Stock, provided that White Lion may increase the ownership limitation up to 9.99% upon sixty-one days’\nprior written notice to the Company.\n\n \n\nThe Note is a second senior secured obligation of the Company, secured\nby all of the assets, personal property of every kind, intellectual property, claims, products and proceeds of the Company. The Note is\nsubject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co. pursuant to that certain\nLoan Agreement dated December 4, 2025.\n\n \n\nThe Note contains customary events of default, including, among others,\nfailure to pay principal or interest when due, failure to honor conversion obligations, breach of covenants or representations and warranties\nunder the Note or certain other transaction documents, appointment of a receiver or trustee, bankruptcy proceedings, delisting of the\nCommon Stock from Nasdaq, failure to comply with reporting requirements under the Securities Exchange Act of 1934, as amended, and cross-defaults\nwith other agreements between the parties. Upon an event of default, the Note becomes immediately due and payable, and White Lion may,\nat its option, convert the Note at a default conversion price of $0.01 per share.\n\n \n\nThe Company may prepay the Note at any time without the prior written\nconsent of White Lion for an amount equal to the original principal amount (or the default amount, as applicable), less all payments previously\nmade, plus accrued and unpaid interest (including guaranteed interest), plus all other amounts, costs, expenses, and liquidated damages\ndue under the Note.\n\n \n\n**Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth under “Creation of a Direct Financial\nObligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference.\n\n \n\nAs described above, on May 7, 2026, the Company issued the Note described\nabove to White Lion with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance with\nits terms, as described above.\n\n \n\nOn May 6, 2026, in connection with the Common Stock Purchase Agreement\ndated April 17, 2026, the Company issued to White Lion an aggregate of 626,305 shares of its common stock (the “Commitment Shares”)\nas consideration for White Lion’s execution and performance of the Common Stock Purchase Agreement. The number of Commitment Shares\nwas calculated in accordance with the agreement as a commitment fee amount of $120,000 divided by the closing price of the Company’s\ncommon stock on the trading day immediately preceding the applicable determination date.\n\n \n\nThe Note and securities issued in connection with the First Required\nSubsequent Closing and the Commitment Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”)\nand were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended\nor Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.\n\n \n\n**Insider Trading Arrangements**\n\n  \n\nDuring our last fiscal quarter, no director or officer, as defined\nin Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”\neach as defined in Item 408 of Regulation S-K. \n\n \n\n**Auditor Update**\n\n \n\nThe Company was notified that Carr, Riggs & Ingram, L.L.C. (“CRI”)\nacquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors\n+ CPAs, LLP (“BPB”). On January 13, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed\nBPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s new\nindependent registered public accounting firm. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s condensed consolidated financial\nstatements for the fiscal year ended December 31, 2024 contained no adverse opinion or disclaimer and was not qualified, except for an\nexplanatory paragraph regarding substantial doubt about SEE ID’s ability to continue as a going concern prior to the business combination.\nDuring the relevant periods, there were no disagreements or reportable events with BPB, other than previously disclosed material weaknesses\nin internal control over financial reporting.\n\n \n\n44"}