Financial Obligation, Private Placement (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 29, 2026, CID HoldCo, Inc. (the "Company") completed the third closing (the "Second Required Subsequent Closing") under that certain Note Purchase Agreement, dated April 17, 2026, by and between the Company and White Lion Capital, LLC, a Nevada limited liability company (the "Holder"), as amended by that certain Side Letter Agreement, dated May 7, 2026, by and between the Company and the Holder (collectively, the "Note Purchase Agreement"). In connection with the Second Required Subsequent Closing, the Company issued to the Holder a senior secured convertible promissory note (the "Note") in the face amount of $287,500 for cash proceeds of $230,000, reflecting a 20% original issue discount, pursuant to the terms of the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, the proceeds from the Second Required Subsequent Closing are required to be applied to make the Company's scheduled monthly payments under the senior secured convertible note issued by the Company to J.J. Astor & Co. pursuant to that certain Loan Agreement, dated December 4, 2025.

The Note bears interest at 8% per annum, and the interest for the first six months accrues immediately and is guaranteed. The Note matures on the six-month anniversary of the issue date.

The Note is convertible, at the option of the Holder, into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a variable conversion price equal to 80% of the lowest daily volume-weighted average price of the Common Stock during the fifteen trading day period ending on the latest complete trading day prior to the applicable conversion date.

In no event shall the Holder be entitled to convert any portion of the Note to the extent that such conversion would result in the Holder and its affiliates beneficially owning in excess of 4.99% of the outstanding shares of Common Stock, provided that the Holder may increase the ownership limitation up to 9.99% upon sixty-one days' prior written notice to the Company.

The Note is a second senior secured obligation of the Company, secured by all of the assets and personal property of every kind, including intellectual property, claims, products and proceeds of the Company. The Note is subject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co. pursuant to that certain Loan Agreement, dated December 4, 2025.

The Note contains customary events of default, including, among others, failure to pay principal or interest when due, failure to honor conversion obligations, breach of covenants or representations and warranties under the Note or certain other transaction documents, appointment of a receiver or trustee, bankruptcy proceedings, delisting of the Common Stock from Nasdaq, failure to comply with reporting requirements under the Securities Exchange Act of 1934, as amended, and cross-defaults with other agreements between the parties. Upon an event of default, the Note becomes immediately due and payable, and the Holder may, at its option, convert the Note at a default conversion price of $0.01 per share.

The Company may prepay the Note at any time without the prior written consent of the Holder for an amount equal to the original principal amount (or the default amount, as applicable), less all payments previously made, plus accrued and unpaid interest (including guaranteed interest), plus all other amounts, costs, expenses, and liquidated damages due under the Note.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

As described in Item 2.03 above, on May 29, 2026, the Company issued the Note to the Holder with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance with its terms, as described above.

The Note and securities issued in connection with the Second Required Subsequent Closing were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.