CID Holdco, Inc. — Form 10-Q
Filed September 25, 2026 · analyzed by the Periodic Agent
10-Q
▼ Likely negative
significance 72/100
What the filing says
CID Holdco issued a $500,000 senior secured convertible promissory note to Phillips Equities Trust (dated June 23, 2026) convertible at 80% of market price, subject to a hard 19.99% Exchange Cap and 4.99% beneficial ownership limit (increasable to 9.99%). The note carries 6% annual interest, 12% default rate, 12-month maturity, and is collateralized second-priority behind J.J. Astor's existing lien. The financing is contingent on an asset sale of the Dot Ai operating business; amounts may be credited against purchase price, repaid, or converted at closing. Additionally, the company amended its 2024 Equity Incentive Plan (May 12, 2026) to increase total share reserve from ~5M to ~20M shares (adding 15M newly approved shares plus annual 10% increases through 2036).
Why this rating
Debt equal to ~7% of company's $7.2M market cap is material; leverage + contingency on speculative asset sale and J.J. Astor priority lien increase distress risk. Share dilution (19.99% cap) and restricted liquidity compound headwinds despite no toxic conversion features.
Price action (we called it negative)
at our read pending | +10 min pending | +30 min pending | +1 hr pending | +4 hrs pending |
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