CID HoldCo Gets Second Nasdaq Delisting Notice and a Default Notice

What happened

CID HoldCo, Inc., a Delaware company whose common stock trades on the Nasdaq Global Market under the ticker DAIC, disclosed in a Form 8-K filed August 18, 2026 that it received two separate adverse notices in the same week, both dated August 12.

The first came from the Listing Qualifications Department of Nasdaq. It is an "Additional Staff Determination" identifying a second, independent reason the company's common stock could be delisted. Nasdaq previously told the company on February 10, 2026 that for 30 consecutive trading days the market value of its publicly held shares had been below the $15,000,000 minimum required by Nasdaq Listing Rule 5450(b)(2)(C) — the "MVPHS Rule." The company was given 180 calendar days, until August 10, 2026, to regain compliance. It did not, and Nasdaq now treats the missed deadline as an additional basis for delisting.

That is on top of an earlier notice. The filing says that on August 6, 2026 the company received a staff determination to delist its common stock under Nasdaq Listing Rule 5450(b)(2)(A) for failing to meet the $50 million minimum Market Value of Listed Securities requirement. That earlier notice was disclosed in a separate Form 8-K filed August 12, 2026.

The second notice came from the company's lender. On August 12, 2026, counsel to LHT I, LLC delivered a Notice of Default and Demand to Assemble Collateral. According to that notice, the company is in default because it failed to make required Minimum Monthly Installment Payments beginning in January 2026, and because of the Nasdaq delisting determination effective August 6, 2026. The notice states the company is in breach of Sections 5(a)(i) and 5(a)(v) of its note.

The default notice puts the amount owed at $1,057,417.37 as of August 12, 2026, including attorneys' fees and costs.

The loan and the collateral demand

The obligation behind the default notice traces back to a Loan Agreement dated December 4, 2025 with J.J. Astor & Co., evidenced by a Senior Secured Convertible Note of the same date and secured by a Pledge and Security Agreement. Under an agreement dated June 22, 2026, J.J. Astor & Co. sold and assigned all of its rights in the note, the loan agreement and the related documents — including the liens and collateral rights — to LHT I, LLC, described in the filing as an affiliate of Phillips Equities & Trust, LLC. A convertible note is a loan that the holder may later exchange for shares instead of being repaid in cash; "senior secured" means the holder has a claim ahead of other creditors and has a claim on specific assets if the borrower does not pay.

The default notice invokes Section 4.5 of the Security Agreement to demand that the company immediately gather all collateral and make it available to LHT I or its representative. It stated that if the company did not respond or coordinate collection of the collateral by 5:00 p.m. Eastern Time on August 13, 2026, LHT I would exercise all remedies available under the loan agreement and applicable law, including foreclosure on the company's assets.

The company states in the filing that it expects LHT I to proceed with foreclosure, and that this would result in the transfer of a material portion of its operations and assets. That is the company's own expectation, stated in the 8-K; the filing does not say what assets would be transferred or when.

Where the listing stands

The company has asked for a hearing before the Nasdaq Hearings Panel covering both staff determinations, and paid the $20,000 hearing fee. The filing says that request stayed the suspension of the company's securities and stayed the filing of a Form 25-NSE with the SEC until the panel issues a written decision. The common stock therefore remains listed on Nasdaq while the appeal is pending.

Nasdaq will consider the public-float deficiency alongside the earlier market-value deficiency at that hearing. The company says it intends to present its views on the additional deficiency and that it is "continuing to pursue potential strategic alternatives" to address the deficiencies. The filing does not describe what those alternatives are.

The company also states there can be no assurance that the panel will grant continued listing, that it will be able to show compliance within any period the panel allows, or that the panel will decide in its favor on either determination, and that the panel's decision will determine the future of trading of the common stock on Nasdaq.

What this means

A Form 8-K is the report a US public company files to disclose material events between quarterly and annual reports. It is organized by numbered "items," each covering a category of event. This filing uses Item 3.01, for a delisting notice or a failure to meet a continued listing rule; Item 2.04, for a triggering event that accelerates or increases a direct financial obligation; and Item 9.01, for exhibits.

The two Nasdaq numbers in this filing measure different things, which is why they are separate deficiencies. Market Value of Listed Securities, the $50 million test, is the total value of the company's listed securities — roughly share price times shares outstanding. Market Value of Publicly Held Shares, the $15 million test, excludes shares held by officers, directors and large insiders, so a company can fail this one even if its total market value looks adequate. Nasdaq rules give a company a defined cure period for the public-float test, 180 days here, and the August 10, 2026 deadline is simply that window running out.

The hearing process is Nasdaq's internal appeal. A company facing delisting can request a hearing before the Hearings Panel; doing so pauses the delisting and pauses the Form 25-NSE, the form by which a security is formally removed from an exchange listing. If the panel rules against the company, the delisting proceeds. Nothing in this filing indicates an outcome.

The Item 2.04 disclosure is a separate problem from the listing issue, though the two are connected in the filing: the lender cites the Nasdaq delisting determination itself as one of the breaches. A default gives a secured lender the right to demand that collateral be assembled and made available, which is a step toward taking possession of the assets pledged as security. Here the pledged collateral is the company's operations and assets, so the practical consequence the company describes — a transfer of a material portion of its operations and assets — is the remedy, not a prediction about the share price.

About the company

CID HoldCo is incorporated in Delaware and lists its principal executive offices at 5661 S Cameron St, Suite 100, Las Vegas, Nevada. Its common stock trades on the Nasdaq Global Market under the symbol DAIC, and it also has warrants registered on Nasdaq under DAICW, each exercisable for one share of common stock at $287.50 per share. The filing notes that price reflects a reverse stock split effective at 4:01 p.m. Eastern Time on May 29, 2026, described in an 8-K filed May 28, 2026. A reverse split combines existing shares into fewer shares, which raises the per-share price without changing the value of a holder's stake; it also raises the exercise price of warrants proportionally, which is why the warrant exercise price is $287.50.

The filing does not describe the company's business beyond identifying it as CID HoldCo, Inc. and noting that it was categorized as a services-computer integrated systems design company.

Market reaction

The common stock closed at $2.91 on the event date, down 1.69% from the prior close of $2.96. Price data alone does not establish why the shares moved as they did.