CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Entered into a series of financing agreements with White Lion Capital, including a Common Stock Purchase Agreement (CSPA), Note Purchase Agreement, Senior Secured Convertible Promissory Note, Registration Rights Agreement, and Commitment Warrant, effective April 17, 2026.

• CSPA allows up to $10 million in common stock sales through 2028, with flexible purchase mechanisms and investor limitations on ownership and total issuance.

• Note Purchase Agreement provides up to $2.875 million in senior secured convertible notes, funded in up to ten monthly tranches, with an 8% interest rate and six-month maturity per tranche.

• Proceeds from the notes are primarily designated for scheduled payments under an existing loan with J.J. Astor & Co.; notes are secured by all company assets, subordinated to J.J. Astor obligations.

• Commitment Warrant enables the investor to purchase up to $2 million in common stock at 99% of the prior day's closing price, with exercise and ownership limitations.

Voting matters and shareholder proposals

• Stockholder approval is required to issue shares exceeding 19.99% of outstanding common stock; a meeting must be held by May 15, 2026, with possible extensions for additional vote solicitation.

• Failure to obtain stockholder approval by the deadline triggers liquidated damages and may constitute an event of default under the financing agreements.

Board of directors and corporate governance

• Directors and executive officers are identified as participants in the proxy solicitation for the proposed transaction, with further information available in the annual report.