CID HoldCo, Inc.

Item 1.02. Termination of a Material Definitive Agreement. On July 22, 2026, CID HoldCo, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, shares of the Company’s Series AA Convertible Non-Redeemable Preferred Stock and Series B Convertible Preferred Stock, as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2026. On July 27, 2026, the lead Investor delivered a notice of termination (the “Termination Notice”) to the Company stating that the lead Investor had determined to terminate the Purchase Agreement due to alleged failures of conditions to closing under the Purchase Agreement, including purported breaches of the Company’s closing conditions and representations and warranties. As a result of the Termination Notice, the transactions contemplated by the Purchase Agreement, including the issuance and sale of the Series AA Preferred Stock and the Series B Preferred Stock and the related agreements described in the Company’s prior Current Report on Form 8-K, including the Registration Rights Agreement, the Voting Agreement and the Employment Agreement, will not be consummated unless the parties otherwise agree. The Company believes that it was and remains ready, willing and able to close the transactions under the Purchase Agreement and disputes the lead Investor’s allegations and that the lead Investor properly terminated the Purchase Agreement. The Company is currently evaluating its rights and remedies under the Purchase Agreement in light of the Termination Notice, including with respect to the circumstances giving rise to the purported termination, and has not yet determined what actions, if any, it will take in response. Additionally, the Company is exploring its options for its creditors. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2026, and is incorporated herein by reference.