Form 8-K

8-K — CID Holdco, Inc.

Accession: 0001213900-26-067086

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0002033770

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294267-8k_cidhold.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 10, 2026 (ea029426701ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 9, 2026

CID HOLDCO, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42711

99-2578850

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5661

S Cameron St, Suite 100

Las

Vegas, Nevada

89118

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (303)-332-4122

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

DAIC

The Nasdaq

Stock Market LLC

Warrants,

each exercisable for one share of Common Stock at an exercise price of $287.50 per share*

DAICW

The Nasdaq

Stock Market LLC

* Reflects

giving effect to the reverse stock split as of 4:01 p.m. Eastern Time on May 29, 2026 as

described in the 8-K filed by CID Holdco, Inc. with the Securities and Exchange Commission

on May 28, 2026.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events

June 10, 2026, the Company issued a press release announcing that, as a result of its review of strategic alternatives, the Company entered

into two letters of intent for proposed transactions. The Company entered into a non-binding letter of intent with an investor (the “Investor”)

for an up to $5.0 million convertible preferred stock investment and a separate non-binding letter of intent for the sale of a portion

of its operating business for approximately $6.0 million in cash, along with the assumption of up to $3.0 million in existing liabilities.

The Investor may also provide additional funding to support potential value-creating strategic initiatives.

copy of the press release is attached herewith as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the proposed convertible

preferred stock investment, the proposed sale of a portion of the Company’s operating business, the potential $500,000 convertible

note financing, the Company’s review of strategic alternatives, the anticipated use of proceeds, continued Nasdaq listing compliance,

anticipated governance and management changes, and the Company’s positioning to pursue a strategic acquisition. All forward-looking

statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects

on the Company. Forward-looking statements are subject to risks and uncertainties — including the risk that definitive agreements

may not be executed, that required stockholder, lender, Nasdaq, or regulatory approvals may not be obtained, and that the proposed transactions

may not be completed on the terms described or at all — that could cause actual results to differ materially from those expressed

in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. Many factors could

cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and

uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ

materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and

other factors, see the most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q (and other periodic reports filed

with the SEC) of the Company made with the SEC and available on EDGAR. The forward-looking statements included in this Current Report

on Form 8-K are made as of the date hereof and the Company does not undertake any obligation to publicly update such forward-looking

statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Offer or Solicitation

This

Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer

to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press

Release dated June 10, 2026

104

Cover Page Interactive Data

File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CID Holdco, Inc.

Date: June 10, 2026

By:

/s/ Edmund Nabrotzky

Edmund Nabrotzky

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JUNE 10, 2026

EX-99.1

Filename: ea029426701ex99-1.htm · Sequence: 2

Exhibit

99.1

Dot Ai Announces Two Letters of Intent for Strategic

Preferred

Stock Investment and to Sell a Portion of its Operating Business

Proposed transactions are the result of the

Company’s previously announced strategic alternatives process and, if consummated, would strengthen the balance sheet with up to

a $5 million investment in convertible preferred stock and an up to $6 million asset purchase along with the assumption of up to $3 million

of existing liabilities and are intended to support continued Nasdaq compliance, and position the Company to pursue value-creating strategic

initiatives

LAS VEGAS, NV / June 10, 2026 / Dot

Ai, Inc. (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based SaaS company redefining asset intelligence

for industrial technology, today announced as a result of its review of strategic alternatives the entry into two letters of intent for

proposed transactions. The Company has entered into a non-binding letter of intent with an investor (the “Investor”) for

an up to $5.0 million convertible preferred stock investment and a separate non-binding letter of intent for the sale of a portion of

its operating business for approximately $6.0 million in cash, along with the assumption of up to $3.0 million in existing liabilities.

The Investor may also provide additional funding to support potential value-creating strategic initiatives.

Together, if consummated on the terms described

below, the proposed transactions are intended to strengthen the Company’s balance sheet, support continued compliance with Nasdaq

listing requirements, and position the Company to create long-term shareholder value.

$5.0 Million Strategic Preferred Investment

Under the non-binding term sheet, the Investor

would invest an aggregate of $5.0 million in convertible preferred stock, funded in three tranches, subject to definitive documentation.

Proceeds are expected to be used for general working capital during the strategic transition, and the satisfaction or discharge of existing

liabilities and transaction expenses.

As part of the proposed investment, the Investor

would seek to enable strategic initiatives designed to maximize shareholder value, including by making additional capital available. The

Company is expected to continue operations during the period.

Sale of a Portion of the Operating Business

Separately, the Company, through its operating

subsidiaries, has entered into a non-binding letter of intent to sell a portion of its operating business - comprising designated operating

assets used in the Dot Ai business - to a strategic buyer (the “Buyer”) for a purchase price of up to $6.0 million in cash,

together with the assumption of approximately $3.0 million of related liabilities, subject to adjustment and definitive documentation.

Importantly, the proposed transaction is structured as a sale of a portion of the Company’s operating business, with the Company retaining

certain operating units within the listed entity.

In connection with the letter of intent and subject

to execution of definitive documentation and applicable lender consents, the Buyer would fund a $500,000 secured convertible note to support

working capital and transaction-related expenses as a down payment in exchange for exclusivity throughout the term of the deal.

Strategic Alternatives Process

The proposed transactions follow the Company’s

previously announced engagement of Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, to serve as its exclusive

financial advisor in connection with its review of strategic alternatives. The letters of intent are non-binding, other than for certain

customary provisions, including relating to exclusivity, and expenses, and do not constitute binding commitments to complete the proposed

transactions. Completion of the proposed transactions is subject in all respects to the negotiation and execution of definitive agreements,

satisfactory completion of due diligence, board approval, receipt of any required stockholder, lender, Nasdaq, and regulatory consents

or approvals, market conditions, and the satisfaction of customary closing conditions, including maintenance of the Company’s listing

on The Nasdaq Stock Market LLC. There can be no assurance that definitive agreements will be executed, that the proposed transactions

will be completed on the terms described or at all, or as to the timing of any such transactions. The Company does not intend to disclose

further developments unless and until it determines that additional disclosure is appropriate or required.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Dot Ai

Dot Ai (Nasdaq: DAIC) is an IoT and AI-based SaaS

company at the forefront of Asset Intelligence technology for smart supply chain operations. Leveraging state-of-the-art AI engines, cutting-edge

5G RF and BLE technology, and seamless cloud integrations, Dot Ai offers real-time asset visibility and predictive analytics that integrate

with existing infrastructure. The Company serves multiple industries including aviation, construction, delivery, military, mining, retail,

seaports, medical logistics, warehousing and manufacturing. For more information, please visit daic.ai.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are

not historical facts, including statements regarding the proposed convertible preferred stock investment, the proposed sale of a portion

of the Company’s operating business, the potential $500,000 convertible note financing, the Company’s review of strategic

alternatives, the anticipated use of proceeds, continued Nasdaq listing compliance, anticipated governance and management changes, and

the Company’s positioning to pursue a strategic acquisition. All forward-looking statements are based on Dot Ai’s current

expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements are subject

to risks and uncertainties — including the risk that definitive agreements may not be executed, that required stockholder, lender,

Nasdaq, or regulatory approvals may not be obtained, and that the proposed transactions may not be completed on the terms described or

at all — that could cause actual results to differ materially from those expressed in the forward-looking statements. Readers are

cautioned not to put undue reliance on forward-looking statements. Many factors could cause actual results, performance or achievement

to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or

that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking

statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed Annual Report

on Form 10-K and Quarterly Report on Form 10-Q (and other periodic reports filed with the SEC) of the Company made with the SEC and available

on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company

does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or

otherwise unless required by applicable securities laws.

Investor Relations Contact:

Lucas A. Zimmerman & Ian Scargill

MZ Group - MZ North America

(262) 357-2918

DAIC@mzgroup.us

www.mzgroup.us

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