Cid Holdco Inc

This management proposal asks shareholders to approve an amendment to the Company’s certificate of incorporation that would grant the board authority to effect a reverse stock split of the common stock at a ratio within a board-determined range between 1-for-10 and 1-for-25. Management seeks shareholder approval not to immediately implement a split but to obtain the flexibility to combine shares if necessary to raise the per-share price and regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a notice of deficiency. The board frames this as a remedial, discretely targeted governance tool: it preserves listing status, improves perceived marketability to institutional investors, and increases the chance of future financings. The board acknowledges the risks — potential negative investor perception, reduced liquidity, possible subsequent price declines and dilution due to increased authorized unissued shares — and reserves authority to abandon the split if market conditions change. If approved, the action would not alter authorized share counts or par value, but would increase the pool of authorized but unissued shares proportionally, which management could issue later (potentially dilutive). The board recommends “FOR” to maintain strategic flexibility to address Nasdaq compliance and financing objectives.

This management proposal requests shareholder approval under Nasdaq Listing Rules 5635(b) and 5635(d) to permit the Company to issue shares and warrants in private financings with one of two alternative financing sources (Financing Source A or Financing Source B) in amounts that may exceed 19.99% of outstanding common stock. Financing Source A contemplates an up-to $10 million equity line (with commitment shares and a $2M warrant) plus a senior secured convertible note providing up to ~$2.3M in proceeds (tranche-funded, issuer to use proceeds to pay monthly J.J. Astor loan obligations), with conversion mechanics tied to VWAP at an 80% factor and a potential $0.01 default conversion price; Financing Source B contemplates an up-to $10M equity line (with $150k commitment shares and $2M warrant) plus a potential up-to $10M preferred stock purchase (structured as perpetual preferred with liquidation preference and potential conversion), with similar purchase mechanics. Management frames these financings as necessary to service or pay off the J.J. Astor loan and terminate an unfavorable existing equity line (Original ELOC), and to address Nasdaq market value/listing deficiencies (MVLS and MVPHS). Approval would waive the Nasdaq 20%/minimum-price constraints for these financings, enabling faster capital access but exposing existing shareholders to significant dilution, potential downward pressure on stock price, contractual constraints (e.g., ownership caps, right of first refusal, roll-over rights), and risks tied to default-triggered low conversion prices. The Board recommends FOR because it believes the transactions’ terms are fair relative to current obligations and important to preserve liquidity and listing status; a sophisticated investor should weigh immediate liquidity and compliance need against high potential dilution and default conversion risks.

The management proposal seeks shareholder approval to allow issuance of shares upon conversion of the Company’s senior convertible note issued to J.J. Astor in connection with a December 4, 2025 loan, without applying the exchange cap in circumstances of default. The Initial Note carries conversion mechanics that in a default could allow conversion at 80% of a low VWAP measure (and automatic increase of outstanding principal with high default interest), potentially resulting in issuance exceeding Nasdaq’s 20% threshold and thus requiring shareholder approval for compliance. Management argues that approval is required to preserve the Company’s ability to satisfy contractual conversion obligations in the event of default and thereby avoid potential additional adverse consequences under the loan documents and registration rights agreement. Approval would dilute existing shareholders and could depress market price; management recommends FOR to maintain flexibility to meet contractual obligations and avoid further contractual penalties or defaults.

This management proposal asks shareholders to approve a broad authorization under Nasdaq Listing Rule 5635(d) to issue up to 100,000,000 shares of Common Stock (or securities convertible/exercisable into Common Stock) in one or more non-public financing transactions that may exceed the 19.99% Nasdaq threshold, possibly at a discount up to 20% below the Minimum Price subject to a Floor Price (no less than 20% of the Minimum Price). The Company intends to use proceeds to pay off the J.J. Astor note, repay/refinance indebtedness, and fund operations and development. Approval would allow the Board to rapidly access private financing without further shareholder votes for transactions fitting within the authorization during a three-month window. The Board argues this is necessary to avoid delays and expense of public offerings and to preserve listing compliance and operations; however, such a blanket authorization presents significant dilution risk to existing shareholders, could meaningfully reduce voting power, and may depress share price if securities are issued at a discount. The Board recommends FOR to maintain financing flexibility given current liquidity and listing pressures.

This management proposal seeks shareholder approval to amend the Company’s 2024 Equity Incentive Plan by adding 15,000,000 shares, increasing the total reserve to 19,959,853 shares (including the January 1, 2026 evergreen increase). Management argues that the larger pool is necessary to attract and retain talent, align employees and directors with shareholders, and support the Company’s growth initiatives. The amendment preserves governance protections, including annual limits on non-employee director awards, anti-repricing restrictions absent stockholder approval, adjustment provisions for corporate events, and a clawback policy link. Approval will materially increase potential dilution — management estimates that, if approved, the reserve would represent ~68.14% of outstanding shares as of March 6, 2026 — so shareholders should weigh the potential benefits of improved compensation flexibility against substantial dilution risk. The Board recommends FOR to maintain competitive equity compensation capabilities.