CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Entered into a definitive agreement for up to $6 million in convertible preferred stock investment, split between Series AA and Series B Preferred Stock, to strengthen liquidity and support Nasdaq compliance.

• Series B proceeds are held in a restricted account, with staged releases tied to registration effectiveness, stockholder approval, and trading milestones.

• A special committee will evaluate a proposed asset sale, with authority lasting up to 120 days or until the sale/dividend is completed.

• The transactions are part of a broader strategic alternatives review, aiming to enhance long-term shareholder value.

Voting matters and shareholder proposals

• Stockholder approval is required for conversion of preferred shares, reverse stock split, election of investor-nominated directors, and potential asset sale.

• A proxy statement will be filed and mailed to stockholders, who are urged to read it carefully when available.

• Voting agreement obligates certain stockholders to vote in favor of the proposals and against actions that would impede approval.

Board of directors and corporate governance

• Investors gain the right to designate one director upon Series AA closing and a majority upon conversion of Series B to Series AAA or a trigger event.

• Special committee of independent directors will oversee the asset sale process, with exclusive authority for up to 120 days.

• Board and governance changes are subject to Nasdaq listing rules and independence requirements.