CID HoldCo, Inc.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Certificates of Designation for the Series AA Preferred Stock will be filed at or prior to the date of the Series AA Closing, and the Certificates of Designation for the Series B Preferred Stock and the Series AAA Preferred Stock will be filed with the Secretary of State of the State of Delaware upon the date of the Series B Closing. Certificate of Designation for the Series AA Preferred Stock Under the Certificate of Designation for the Series AA Preferred Stock, the Series AA Preferred Stock is convertible into shares of Common Stock at a conversion price of $1.00 and subject to adjustment for certain dilutive events, stock splits, stock dividends, combinations, recapitalizations and similar transactions. The Series AA Preferred Stock is non-redeemable, ranks as to dividends and liquidation as specified therein, and provides that any shares of Series AA Preferred Stock converted, redeemed, purchased or otherwise acquired by the Company shall be retired, canceled and revert to authorized but unissued preferred stock. The Series AA Certificate of Designation includes, among other provisions, (i) a “Floor Price,” defined as a price equal to 20% of the “Minimum Price” as defined in Nasdaq Listing Rule 5635 as of the date of the Purchase Agreement (subject to adjustment, but may never be less than $0.50 per share), (ii) a “Maximum Number of Conversion Shares,” which is set at 4,000,000 shares of Common Stock, subject to adjustment for stock splits and similar events, and (iii) non-voting status except as required by applicable law or as expressly provided in the Certificate of Designation. Effective as of and from the date of initial issuance of the Series AA Preferred Stock, and for so long as the Investors (or their affiliates or permitted assignees) collectively hold at least 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing Date, the holders holding a majority of the then outstanding shares of Series AA Preferred Stock have the right, but not the obligation, to designate a single nominee to the Company’s Board of Directors (the “Initial Investor Designee”) to be appointed to the Board of Directors. The Company is required to take all necessary action to cause the Initial Investor Designee to be appointed to the Board of Directors promptly following the filing of the Certificate of Designation, including increasing the size of the Board of Directors or seeking the resignation of existing directors as necessary to create the requisite vacancies. The Initial Investor Designee appointment is subject to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements and other requirements applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq Stock Market LLC and federal securities laws. The holders have the right to withdraw, recall, and replace the Initial Investor Designee at any time, in their sole discretion. The Series AA Preferred Stock board designation rights terminate when the holders collectively hold less than 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing Date. Certificate of Designation for the Series B Preferred Stock Under the Certificate of Designation for the Series B Preferred Stock, the Series B Preferred Stock is non-voting except as required by applicable law or as provided in the Certificate of Designation for the Series B Preferred Stock and is solely convertible into shares of Series AAA Preferred Stock on a dollar-for-dollar basis, subject to the receipt of stockholder approval and the satisfaction of the conditions in the Purchase Agreement. Upon the occurrence of a Restricted Account Trigger Event (as discussed above under Item 1.01 of this Form 8-K), the holders of Series B Preferred Stock are immediately entitled to designate such number of directors as shall constitute a majority of the then-current members of the Board of Directors, and in any event no less than three (3) individuals (collectively, the “Trigger Event Designees”). The holders must designate a sufficient number of Trigger Event Designees to satisfy applicable independence and committee requirements under the listing rules of the Trading Market and federal securities laws. Additionally, upon a Restricted Account Trigger Event, the lead Investor assumes sole signatory authority over the Restricted Account, and the requisite holders may elect to have the Company redeem all outstanding Series B Preferred Stock at the Stated Value. The Certificate of Designation for the Series B Preferred Stock also sets forth terms relating to dividends, liquidation preferences, redemption, conversion procedures, restricted account mechanics and other rights and priorities of the Series B Preferred Stock. Certificate of Designation for the Series AAA Preferred Stock Under the Certificate of Designation for the Series AAA Preferred Stock, the Series AAA Preferred Stock is convertible into Common Stock at a conversion price of $0.0901185708 per share, subject to adjustment for certain events. The Certificate of Designation for the Series AAA Preferred Stock includes definitions and provisions relating to, among other things, a “Beneficial Ownership Limitation,” a “Maximum Number of Conversion Shares” (equal, until receipt of stockholder approval, to 4.99% of the number of shares of Common Stock outstanding on the trading day prior to the applicable Series B closing date, subject to adjustment for stock splits and similar events), dividend rights, liquidation preferences, junior and parity securities, the “Floor Price,” and voting and director nomination rights of the holders of Series AAA Preferred Stock. The Series AAA Preferred Stock is non-redeemable, and shares acquired by the Company upon conversion or otherwise are canceled and revert to authorized but unissued preferred stock. Effective as of and from the date of initial issuance of the Series AAA Preferred Stock upon conversion of the Series B Shares, and for so long as the holders collectively hold at least 15% of the total shares of Series AAA Preferred Stock issued or issuable upon conversion of the Series B Shares issued at the Series B Closing Date, the holders holding a majority of the then outstanding shares of Series AAA Preferred Stock have the right, but not the obligation, to designate such number of directors constituting a majority of the then-current members of the Board of Directors of the Company, and in any event no less than three (3) additional individuals (collectively, the “Preferred Investor Designees”), to be nominated, elected, or appointed to the Board of Directors. Each Preferred Investor Designee is subject to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements and other requirements applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq Stock Market LLC and federal securities laws. The foregoing rights are subject to, and must be exercised in compliance with, the listing rules of the applicable Trading Market, including Nasdaq Listing Rule 5640, and may be proportionately reduced to remedy any non-compliance with listing requirements. These designation rights terminate when the holders collectively hold less than 15% of the total shares of Series AAA Preferred Stock issued or issuable upon conversion of the Series B Shares issued at the Series B Closing Date. Item 7.01. Regulation FD Disclosure. On July 22, 2026, the Company issued a press release announcing the execution of the definitive agreements in respect of the Purchase Agreement and the transactions contemplated thereby. A copy of the press release is attached to this report as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Important Information for Stockholders In connection with the proposed transactions, the Company intends to file a proxy statement with the SEC. The Company also plans to file other documents with the SEC regarding the proposed transactions. After the proxy statement has been cleared by the SEC, a definitive proxy statement will be filed with the SEC and mailed to the stockholders of record of the Company. The Board will set the record date prior to mailing the definitive proxy statement. STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Participants in the Solicitation The Company and its executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding the executive officers and directors of the Company is set forth in the Company’s definitive proxy statement for the Company’s 2026 annual meeting of stockholders filed with the SEC on April 17, 2026 and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 11, 2026. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the transactions contemplated by the Purchase Agreement. No Offer or Solicitation This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Forward-Looking Statements All statements other than statements of historical facts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Examples of these forward-looking statements include statements concerning the proposed issuance and sale of the Preferred Stock, the Asset Sale, the transactions contemplated by the Purchase Agreement, the timing of completing the proposed transactions and the potential benefits of the proposed transactions. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks and uncertainties include, among others: the terms, structure, benefits and costs of the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement; the timing of such transactions and whether such transactions will be consummated at all; the risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement, and the announcement of the same, could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships and on its operating results and business generally; the risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting from the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement; the risk of any litigation relating thereto; the uncertainties and variables inherent in business, operating and financial performance, including, among other things, competitive developments and general economic, political, business, industry, regulatory and market conditions, future exchange and interest rates and changes in tax and other laws, regulations, rates and policies; our ability to continue as a going concern; our ability to maintain the listing of our Common Stock on Nasdaq; our ability to meet financial covenants with our lenders; our business model and our technology platform; reliance on third-party online marketplaces; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the SEC, all of which you may obtain for free on the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.