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8-K primary document
DAIC · Current Report (Form 8-K) · Filed May 28, 2026

Cid Holdco Inc — 8-K exhibit

ea029244201ex3-1.htm
Cid Holdco Inc on Boardroom Alpha

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CID HOLDCO, INC.

 

May 27, 2026

 

CID Holdco, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

FIRST: The name of the corporation is CID Holdco, Inc.

 

SECOND: This Certificate of Amendment (“Certificate of Amendment”) amends the provisions of the Company’s Amended and Restated Certificate of Incorporation, as filed of record with the Delaware Secretary of State on June 18, 2025 (the “Certificate of Incorporation”).

 

THIRD: The Certificate of Incorporation is hereby amended by revising Section 4.1 of Article IV to include a new paragraph (a) as follows:

 

(a)Reverse Stock Split. Effective at 4:01 pm Eastern time on May 29, 2026 (the “Effective Time”), each share of Common Stock, either issued or outstanding or held by the Company as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each 25 shares of Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock of the Company (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the fair value per share of the Common Stock immediately prior to the Effective Time as determined by the Board of Directors.”

 

FOURTH: This Certificate of Amendment shall become effective at 4:01 pm Eastern time on May 29, 2026.

 

FIFTH: The Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and by the Company’s stockholders in accordance with Section 212 of the DGCL.

 

SIXTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect

 

[Signature page follows]

 

 

 

 

CID Holdco, Inc. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on its behalf by the undersigned officer, thereunto duly authorized, as of the date first set forth above.

 

  CID HOLDCO, INC.
     
  By: /s/ Edmund Nabrotzky
  Name:  Edmund Nabrotzky
  Title: Chief Executive Officer

 

 

 

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