DNA X (NASDAQ: SONM) exits handset business, leans on crypto platform and new funding
DNA X, Inc. (formerly Sonim Technologies) has completed a major strategic shift and now focuses on its DNA X AI and crypto trading platform after selling its legacy phone and hotspot business. The January 23, 2026 asset sale generated a pre-tax gain of $15,563 thousand and net income from discontinued operations of $10,268 thousand for the quarter, driving total net income to $6,340 thousand despite no revenue from continuing operations and a continuing-operations net loss of $3,928 thousand.
Total assets dropped to $4,838 thousand at March 31, 2026 from $43,898 thousand after removing the disposed business, while stockholders’ deficit narrowed to $983 thousand. Cash and cash equivalents were $1,195 thousand, and the company carries a related-party convertible note with a principal of $1,200 thousand plus a derivative liability of $398 thousand tied to its conversion features.
On May 20, 2026, DNA X issued a new related-party convertible promissory note with a principal balance of $3,053 thousand, receiving $1,800 thousand in cash and cancelling the prior note and accrued interest. Management states these proceeds are expected to fund operation of the AI and crypto platform through December 31, 2026, but also discloses substantial doubt about the company’s ability to continue as a going concern if the note is not converted or additional financing is not obtained.
Positive
- None.
Negative
- Going-concern uncertainty: management discloses substantial doubt about the company’s ability to continue as a going concern beyond December 31, 2026 without note conversion or additional financing, despite recent related-party funding.
Insights
Strategic pivot completed, but going-concern risk remains high.
DNA X has exited its capital-intensive handset business, selling substantially all related assets and liabilities and recording a pre-tax gain of $15,563 thousand in discontinued operations. This sharply reduces scale but simplifies the balance sheet and shifts focus to an AI-driven crypto trading platform held via an equity-method investee.
However, continuing operations generated no revenue and a net loss of $3,928 thousand for the quarter ended March 31, 2026. Total assets fell to $4,838 thousand and cash to $1,195 thousand, with a remaining stockholders’ deficit and a related-party convertible note plus derivative liability adding financial complexity.
A new $3,053 thousand related-party convertible note, delivering $1,800 thousand cash, is expected by management to fund operations through December 31, 2026. Even so, the company explicitly states there is substantial doubt about its ability to continue as a going concern without conversion of this note or additional capital, so future viability depends on financing access and the performance of the DNA X trading platform.
Key Figures
Key Terms
discontinued operations financial
redeemable common stock financial
variable interest entity financial
derivative liability financial
going concern financial
reverse stock split financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ____________
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
On
May 14, 2026, there were
Table of Contents
| Page | ||
| Cautionary Note about Forward-Looking Statements | ii | |
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | 1 |
| Condensed Consolidated Balance Sheets | 1 | |
| Condensed Consolidated Statements of Operations | 2 | |
| Condensed Consolidated Statements of Stockholders’ Deficit | 3 | |
| Condensed Consolidated Statements of Cash Flows | 4 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
| Item 3. | Defaults Upon Senior Securities | 31 |
| Item 4. | Mine Safety Disclosures | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 32 |
| Signatures | 34 | |
| i |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that act as well as protections afforded by other federal securities laws. Generally, words such as “achieve,” “aim,” “ambitions,” “anticipate,” “believe,” “committed,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goals,” “grow,” “guidance,” “intend,” “likely,” “may,” “milestone,” “objective,” “on track,” “opportunity,” “outlook,” “pending,” “plan,” “position,” “possible,” “potential,” “predict,” “progress,” “roadmap,” “seek,” “should,” “strive,” “targets,” “to be,” “upcoming,” “will,” “would,” and variations of such words and similar expressions identify forward-looking statements, which are not historical in nature. The forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission or the SEC, including without limitation, the following sections:
| (i) | Note 9 - Commitments and Contingencies to these Consolidated Financial Statements regarding the possible outcome of, and future effect on our financial condition and results of operations of, certain litigations and other proceedings to which we are a party; | |
| (ii) | Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the statements with regard to the future changes to our business and our expectations regarding our strategy and new lines of products, future cash requirements, assessment of our liquidity, the availability, uses, sufficiency, and cost of capital resources, and sources of funding, and future products, services, and technologies; and | |
| (iii) | Part I, Item 4. “Controls and Procedures,” including the description of limitations on effectiveness of controls and procedures. |
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
| ● | the availability of cash on hand and other sources of liquidity to fund our operations and grow our business; | |
| ● | our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively; | |
| ● | we may not be able to continue to develop solutions to address user needs effectively, including features for traders on our cryptocurrency trading platform; | |
| ● | cryptocurrency values have been volatile and may cause a decrease in trading activity on our cryptocurrency trading platform; | |
| ● | the financial and operational projections that we may provide from time to time are subject to inherent risks; | |
| ● | our ability to incorporate emerging technologies into our trading software given the lengthy development cycle; | |
| ● | our ability to adapt to new requirements from customer in our evolving industry; | |
| ● | our ability to remain in compliance with the listing requirements of the Nasdaq Capital Market; | |
| ● | our quarterly results may vary significantly from period to period; | |
| ● | we rely primarily on third-party contractors to maintain and develop our trading platform; | |
| ● | if our software contains defects or errors, we could incur significant unexpected expenses, experience downtime on our online trading platform with a loss of commission revenue, and be subject to liability for claims; | |
| ● | we are dependent on the continued services and performance of a concentrated and limited group of senior management; | |
| ● | we face risks related to the impact of various economic, political, environmental, social, and market events beyond our control that can impact our business and results of operations; and | |
| ● | other risks and uncertainties described in this quarterly report in the “Risk Factors” section, as such descriptions may be updated or amended in any future reports we file with the SEC. |
We urge investors to consider all of the risks, uncertainties, and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this report. We cannot assure you that the results or developments anticipated by us and reflected or implied by any forward-looking statement contained in this report will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for us or affect us, our operations or financial performance as we forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized, or other factors, the actual results relating to the subject matter of any forward-looking statement in this report may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update any such statements to reflect subsequent events or circumstances.
As used herein, “DNA X,” the “Company,” “we,” “us,” “our,” and similar terms include DNA X, Inc. and its subsidiaries, unless the context indicates otherwise.
| ii |
PARI I – FINANCIAL INFORMATION
Item 1. Financial Statements.
DNA X, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Receivable for cash held back from the asset sale | — | |||||||
| Prepaid expenses and other current assets | ||||||||
| Current assets held for sale | — | |||||||
| Total Current assets | ||||||||
| Investment in DNA X LLC under equity method | ||||||||
| Deferred tax assets | — | |||||||
| Other assets | ||||||||
| Non-current assets held for sale | — | |||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Promissory note, net from related party | ||||||||
| Promissory notes, net | — | |||||||
| Promissory notes, net | — | |||||||
| Derivative liability | ||||||||
| Income tax payable | ||||||||
| Current liabilities held for sale | — | |||||||
| Total current liabilities | ||||||||
| Deferred tax liability | — | |||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | — | — | ||||||
| Redeemable common stock; $ | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, $ | ||||||||
| Preferred stock, $ | — | — | ||||||
| Additional paid-in capital* | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities, redeemable common stock, and stockholders’ deficit | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 1 |
DNA X, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
| 2026 | 2025 | |||||||
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Continuing operations: | ||||||||
| Net revenues | $ | — | $ | — | ||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Loss on remeasurement of derivative liability | ( |
) | — | |||||
| Equity income from DNA X LLC | — | |||||||
| Net loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Income tax expense from continuing operations | — | — | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued Operations: | ||||||||
| Income from discontinued operations, net of tax | ||||||||
| Net income | $ | $ | ||||||
| Net earnings (loss) per share basic and diluted: | ||||||||
| Continuing operations* | ( | ) | ( | ) | ||||
| Discontinued operations* | ||||||||
| Net income* | $ | $ | ||||||
| Weighted-average shares used in computing net loss per share: | ||||||||
| Basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
DNA X, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
(UNAUDITED)
| Common stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| For the Three Months Ended March 31, 2025 | Shares (*) | Amount (*) | Capital (*) | Deficit | Deficit | |||||||||||||||
| Balance at January 1, 2025 | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Issuance of common stock upon exercise of stock options and settlement of restricted stock units, net of taxes withheld | — | — | — | — | ||||||||||||||||
| Issuance of common stock, net of issuance costs | — | |||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| For the Three Months Ended March 31, 2026 | Shares (*) | Amount (*) | Capital (*) | Deficit | Deficit | |||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Remeasurement of redemption value of redeemable common stock | — | — | — | |||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| (*) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
DNA X, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from combined continuing and discontinued operations: | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain on sale of assets, net assets transferred | ( | ) | — | |||||
| Depreciation and amortization | — | |||||||
| Amortization of debt discount and issuance costs | ||||||||
| Stock-based compensation ($ | ||||||||
| Loss on remeasurement of derivative liability | — | |||||||
| Release of customer allowance liability | — | ( | ) | |||||
| Investment income from DNA X LLC under the equity method | ( | ) | — | |||||
| Other | — | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Non-trade receivable | — | |||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Contract fulfilment assets | ( | ) | ||||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Deferred tax assets | — | |||||||
| Deferred tax liabilities | — | |||||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Net cash received from sale of assets | — | |||||||
| Net cash provided by investing activities | — | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock, net of issuance costs | — | |||||||
| Proceeds from promissory note, net of issuance costs | — | |||||||
| Proceeds from short-term borrowings | — | |||||||
| Net cash provided by financing activities | — | |||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | — | $ | |||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Repayment of notes payable from proceeds of asset sale | $ | $ | — | |||||
| Receivable for cash held back from asset sale | $ | $ | — | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
DNA X, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — The Company and Its Significant Accounting Policies
Description
of Business—DNA X, Inc. (“the Company”) was incorporated in the state of Delaware on
The Company generates revenue from trading commissions that are based on the value of the trades that customers execute on the Company’s DNA X trading website. Customers are individual investors from around the world. DNA X has positioned itself as a low price trading platform that allows traders to implement strategies to take advantage of fluctuations in relative values of cryptocurrency pairs. The platform allows investors to set up automated trading strategies, to monitor other trader’s trading strategies in real time, and to simulate trades without any cost. DNA X has been operating since November and has grown through word-of-mouth and social media. The Company is currently building enhanced features for traders that will be implemented in 2026 and are expected to drive more customers to DNA X. The Company is also working on expanding the number of cryptocurrencies that will be available to trade which is expected to increase trading volume and commission revenue.
Liquidity
and Ability to Continue as a Going Concern—The Company’s consolidated financial statements account for the
continuation of its business as a going concern. The Company is subject to the risks and uncertainties associated with operating an
AI and crypto trading platform including the ability to attract new customers and to keep existing customers from moving their
business to other competitors. On May 20, 2026, he Company entered into a securities Purchase Agreement with DNA Holdings pursuant
to which the Company sold and issued to DNA Holdings a convertible promissory note with a principal balance of $
Reverse
Stock Split—On October 28, 2025, the Company effected a
The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding stock options, restricted stock units, and warrants entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.
The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Net income (loss) per share increased because there were fewer shares of common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split.
All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the Reverse Stock Split.
| 5 |
Financial Statement Presentation—The unaudited condensed consolidated financial statements include the accounts of DNA X, Inc. and its wholly owned subsidiaries (collectively “DNA X” or the “Company”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.
Principles of Consolidation—The accompanying consolidated financial statements through January 23, 2026 include the accounts of DNA X, Inc. and its wholly owned foreign subsidiaries, Sonim Technologies (India) Private Limited, Sonim Technologies (Shenzhen) Limited, Sonim Technologies Inc. Shenzhen Limited Beijing Branch, Sonim Technologies (Hong Kong) Limited, Sonim Technologies Germany GmbH and Sonim Technologies Communications India Private Limited (collectively, the “Company”). After the Company’s subsidiaries in Shenzhen, Beijing, Hong Kong, and Germany were sold on January 23, 2026, only the Indian subsidiary is consolidated after January 23, 2026. All significant intercompany transactions and balances have been eliminated in consolidation.
Reclassifications—Prior period amounts were reclassified to conform to the current period presentation including the separation of amortization of debt discounts and issuance costs on the statement of cash flow.
Assets Held For Sale—The Company generally considers assets to be held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) management has initiated an active program to locate a buyer or buyers and other actions required to complete the plan to sell the disposal group, (iv) the sale of the property within one year is considered probable, (v) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value and (vi) significant changes to the plan to sell are not expected. Property classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. During the fourth quarter ended December 31, 2025, the Company deemed that its phone and hotspot operations met the held for sale criteria and was classified as such on the audited condensed consolidated balance sheet for the December 31, 2025 balance sheet and the prior period that was presented. The six criteria were met on December 30, 2025 when the stockholders approve the asset sale and the asset sale became probable.
Discontinued Operations—The Company deems it appropriate to classify a business as a discontinued operation if the related disposal group meets all the following criteria: (i) the disposal group is a component of the Company, (ii) the component meets the held-for-sale criteria, and (iii) the disposal of the component represents a strategic shift that has a major effect on the Company’s operations and financial results. During the fiscal quarter ended December 31, 2025, the Company deemed its phone and hotspot operations to be discontinued operations due to the disposal group meeting all three criteria. As such, the results of the phone and hotspot operations are presented as discontinued operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025, and have been excluded from both continuing operations and segment results for all periods presented.
Related
Party Transactions— On October 1, 2024, the Company signed an agreement with a then-related party, in which a family member
of the Company’s then-director, Jeffrey Wang, holds an indirect interest of approximately
The
Company’s director, Scott Walker, has an ownership interest of approximately 50% in DNA Holdings, the entity that sold the DNA
X LLC cryptocurrency trading platform to the Company. The entity received
There is a put option that expires on June 30, 2026 that allows DNA Holdings to take back the DNA X LLC investment by returning the Company’s stock. The board of directors of the Company determined that the consideration paid for the DNA X trading platform was fair by reviewing information provided by the seller, attending presentations by the seller, and comparing the offer to available alternatives. The nomination committee of the board of directors determined that Scott Walker became a related party when he became a board member on January 30, 2026.
Redeemable Common Stock—Stock that was issued for the DNA X LLC business has been classified as redeemable common stock in the temporary equity section of the balance sheet. This is because there is a Put Option that allows the Seller to give back the stock and to take back the business. Once the Put Option is terminated or expires on June 30, 2026, the redeemable common stock will be reclassified to permanent equity. At the end of each reporting period we remeasure the value of the redeemable common stock using the closing stock price on the day that the period ends. We will mark the value of the redeemable common stock to the remeasured value and the offset will be to retained deficit. Earnings Per Share will not be adjusted for this adjustment to the value of the redeemable common stock.
Estimates—The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include, but are not limited to, estimates related to revenue recognition; valuation assumptions regarding the determination of the fair value of common stock, as well as stock options; the useful lives of the Company’s long-lived assets; product warranties; loss contingencies; the recognition and measurement of income tax assets and liabilities, including uncertain tax positions; the net realizable value of inventory; allowances for credit losses; and estimation of assets and liabilities for operating entities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities.
| 6 |
Concentrations of Credit Risk—The Company’s commission revenue is concentrated in the cryptocurrency trading industry, which is highly competitive and rapidly changing. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s consolidated operating results.
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with high-quality, federally insured commercial banks in the United States and cash balances are in excess of federal insurance limits as of March 31, 2026 and the year ended 2025.
Segment Information—The Company managed the DNA X LLC business in 2026. Because the Company does not have full control of the business, the Company does not consider it a reporting segment Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance.
Cash
and Cash Equivalents—The Company considers all highly liquid investments with an original maturity from the date of purchase
of 90 days or less to be cash equivalents. As of March 31, 2026 and 2025, cash and cash equivalents consist of cash deposited with banks
and money market funds. Included in the Company’s cash and cash equivalents are amounts held by foreign subsidiaries. After the
sale of all of the Company’s foreign subsidiaries except for Inda, the Company has less than $
Receivable for Cash Held Back from the Asset Sale—All
customer accounts receivable were sold on January 23, 2026 with the asset sale. The only remaining non-trade receivable is from the Buyer
of the Company’s assets and is due on October 28, 2026. The original amount held back was $
Receivables Financing Agreement—On August 7, 2025, the Company entered into a non-recourse factoring agreement with Tradewind GmbH (the “Factor”). This agreement was terminated in January 2026.
Inventory—The Company sold all of its inventory on or before January 23, 2026.
Property and Equipment—The Company sold all of its property and equipment on January 23, 2026. Prior to the sale, most property and equipment consisted of personal computers and related equipment.
Variable Interest Entities—The Company evaluates its interests in legal entities to determine whether the entity is a variable interest entity (“VIE”) and whether the Company is the primary beneficiary of the VIE in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation.
A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support or (ii) has equity holders that lack the characteristics of a controlling financial interest. The Company is considered the primary beneficiary of a VIE when it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If the Company is the primary beneficiary, the VIE is consolidated and all intercompany balances and transactions are eliminated. For VIEs in which the Company is not the primary beneficiary, the Company accounts for its interest under the equity method of accounting or other applicable guidance. The Company presents, on a separate line within the consolidated balance sheets, the assets of consolidated VIEs that can only be used to settle the obligations of the VIE and the liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the Company.
The Company’s maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to the carrying value of its investments and any unfunded commitments. The Company reassesses its involvement with VIEs on an ongoing basis.
| 7 |
Equity
Method Investments—The Company accounts for investments in entities over which it has the ability to exercise significant influence,
but not control, using the equity method of accounting in accordance with ASC Topic 323, Investments—Equity Method and Joint
Ventures. Significant influence is generally presumed to exist when the Company owns between
The
Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying
amount of the investment may not be recoverable. If the Company determines that a decline in fair value is other-than-temporary, the
investment is written down to its estimated fair value. Distributions received from equity method investees are accounted for as reductions
of the carrying amount of the investment unless the distributions represent a return on investment. The Company discontinues applying
the equity method when its investment balance is reduced to zero and resumes recognizing its share of earnings only after its share of
cumulative earnings exceeds previously unrecognized losses. The Company recognized $
Leases—The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases and, if significant, are recorded on the Consolidated Balance Sheets as both a right of use asset and a lease liability. There were no such leases in 2026.
Non-recurring Engineering (“NRE”) Tooling and Purchased Software Licenses—For the discontinued operations, third-party design services relating to the design of tooling materials and purchased software licenses used in the manufacturing process are capitalized and included in other assets that are part of assets held for sale.
Long-lived Assets—The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Revenue Recognition—The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
Revenue related to the phone and hotspot business is included in discontinued operations for all periods presented. The DNA X trading platform is accounted for as an equity investment and revenue from the trading platform is recorded net of the trading platform expenses as net investment income which is included in other income in the statement of operations.
Revenue recognition for discontinued operations was reduced for discounts, price protection and customer incentives.
Cost of Revenues—Cost of revenue is related to the phone and hotspot business.
Advertising—The
Company expenses the costs of advertising, including promotional expenses, as incurred. For the three months ended March 31, 2026 and
2025 the Company had
Research and Development—Research and development expenses consist of compensation costs and development fees paid to third parties. The Company expenses research and development costs as incurred.
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Stock-Based Compensation—The Company measures equity classified stock-based awards granted to employees, nonemployee directors, and consultants based on the estimated fair value on the date of grant and recognizes compensation expense of those awards, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. For awards subject to performance conditions, the Company evaluates the probability of achieving each performance condition at each reporting date and begins to recognize expense over the requisite service period when it is deemed probable that a performance condition will be met using the accelerated attribution method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of each restricted stock award is measured as the fair value per share of the Company’s common stock on the date of grant.
Comprehensive Income or Loss—The Company had no items of comprehensive income or loss other than net loss for the three month ended March 31, 2026 and the year ended December 31, 2025. Therefore, a separate statement of comprehensive loss has not been included in the accompanying consolidated financial statements.
Income taxes—The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company’s determinations include many decisions based on management’s knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 8.
Net Earnings (Loss) per Share—Net earnings (loss) per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. For the three months ended March 31, 2026 and 2025, for purposes of the calculation of diluted net loss per share, warrants to purchase stock, unvested restricted stock units and stock options to purchase common stock are considered potentially dilutive securities. Because we had a net loss in continuing operations, we did not present fully diluted earnings per share for the first quarter of 2026 or 2025.
Promissory Notes—The Company accounts for promissory notes in accordance with ASC 470, Debt. Promissory notes are initially recorded at the amount of cash proceeds received, net of any original issue discount and direct issuance costs. Debt discounts and issuance costs are amortized to interest expense over the term of the note using the straight-line method, which approximates the effective interest method. Interest is accrued based on the stated interest rate. For convertible notes we analyze the note’s terms and determine if the conversion feature needs to be bifurcated from the debt portion. For the DNA Note (see note 5) we determined that it needed to be bifurcated between the debt portion and a derivative liability for the conversion feature.
Derivative Liability—The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement. The Company uses a Binomial option pricing model to determine the fair value of these instruments. Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement. The Company uses a Binomial option pricing model to determine the fair value of these instruments.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
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Pronouncements adopted in 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures This guidance requires expanded annual income tax disclosures, including (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. This guidance was adopted by the Company effective for the annual period ending December 31, 2025. The adoption affected the footnote disclosures and did not have a material impact on the unaudited condensed consolidated financial statements.
Pronouncements adopted in 2026
None.
Pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.
NOTE 2 — Revenue Recognition
The Company recognized revenue from discontinued operations. The Company’s contracts for its products include only one performance obligation, namely the delivery of the product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account for revenue recognition under ASC 606.
Disaggregation of net revenues
The Company did not have revenue from continuing operations.
NOTE 3—Fair value measurement
The fair value measurements standard establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the standard are described below:
Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2—Inputs to the valuation methodology include:
| ● | Quoted market prices for similar assets or liabilities in active markets; |
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| ● | Quoted prices for identical or similar assets or liabilities in inactive markets; | |
| ● | Inputs other than quoted prices that are observable for the asset or liability; | |
| ● | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used for the period ended March 31, 2026 and December 31, 2025.
Money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value (in thousands of dollars):
Schedule of Fair Value Assets
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds * | $ | $ | — | $ | — | $ | ||||||||||
| Liabilities: | ||||||||||||||||
| Derivative liability – conversion feature on note | $ | — | $ | — | $ | |||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds * | $ | $ | — | $ | — | $ | ||||||||||
| Liabilities: | ||||||||||||||||
| Derivative liability – conversion feature on note | $ | — | $ | — | $ | |||||||||||
| * |
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NOTE 4—Closing of the Asset Sale
On January 23, 2026 (the “Closing Date”) the Company (“the “Seller”) completed its previously announced sale (the “Asset Sale”) of substantially all of its assets and liabilities related to the enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet device, software, services, and accessories to Pace Car Acquisition LLC, (the “Buyer”). Excluded assets include the DNA X LLC cryptocurrency trading business, cash, and the Company’s Indian subsidiary. Excluded liabilities include compensation for employees that did not transfer to the Buyer, certain excluded corporate liabilities, and certain excluded contracts.
The
purchase price of $
The Company changed its name to DNA X, Inc. in connection with the Asset Sale. Following the closing, the Company has focused on the development and commercialization of the DNA X trading platform that uses on-chain trading protocol designed to enable users to automate certain decentralized exchange trading strategies.
The
transaction resulted in a $
On December 30, 2025, a special stockholders’ meeting was held and stockholders voted the majority of the outstanding shares in favor of approving the asset sale. This approval made it probable that the assets sale would be completed and was the final criteria that was necessary to record the assets as held for sale. On December 31, 2025 the assets and liabilities of the phone and hotspot disposal group were classified as held for sale. The disposal group was also classified as discontinued operations as of December 31, 2025 and for the three months ended March 31, 2026.
The following schedules present the carrying amounts of major classes of assets and liabilities associated with the disposal group as of December 31, 2025, the statement of operations for the disposal group, and cash flow for the disposal group. All assets and liabilities that were held for sale on December 31, 2025, were sold or disposed of as of March 31, 2026:
DISCONTINUED OPERATIONS
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025
(IN THOUSANDS)
Schedule Of Discontinued Operations
| December 31, 2025 | ||||
| Assets held for sale | ||||
| Accounts receivable, net | $ | |||
| Non-trade receivables | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Total current assets held for sale | ||||
| Property and equipment, net | ||||
| Contract fulfilment assets | ||||
| Other assets | ||||
| Total non-current assets held for sale | ||||
| Total assets held for sale | $ | |||
| Liabilities held for sale | ||||
| Accounts payable | ||||
| Accrued liabilities | ||||
| Total liabilities held for sale | $ | |||
Non-trade receivables are from the Company’s manufactures who buy parts from the Company. The receivable is paid by the manufacturer after Company pays the related accounts payable for the inventory.
Discontinued operations activity for the first quarter of 2026 covers the period January 1, 2026 through January 23, 2026. Discontinued operations activity for the first quarter of 2025 covers the entire quarter.
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DISCONTINUED OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2026 and 2025
(IN THOUSANDS)
| 2026 | 2025 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Net income (loss) from operations | ( | ) | ||||||
| Gain on sale of assets | — | |||||||
| Other income | — | |||||||
| Income before income tax expense | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income from discontinued operations | $ | $ | ||||||
The following cash flows are for discontinued operations only and are supplemental to the Statement of Cash Flows that includes both continuing operations and discontinued operations. (In thousands of dollars).
DISCONTINUED OPERATIONS
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2026 and 2025
(IN THOUSANDS)
| 2026 | 2025 | |||||||
| Cash flows from operating activities for discontinued operations: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | — | |||||||
| Stock-based compensation | ||||||||
| Release of customer allowance liability | — | ( | ) | |||||
| Gain on sale of assets, net assets transferred | ( | ) | — | |||||
| Other | — | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Non-trade receivable | — | |||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Contract fulfillment assets | ( | ) | ||||||
| Other assets | ( | ) | — | |||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | — | ( | ) | |||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Net cash received from asset sale | — | |||||||
| Net cash provided by investing activities from discontinued operations | — | |||||||
The Company ceased depreciation and amortization of property, plant, and equipment and intangible assets included in the Disposal Group starting on December 31, 2025.
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NOTE 5 — Promissory Notes
Convertible Promissory Note from DNA Holdings Venture Inc., a Related Party
On
December 15, 2025, the Company issued a note (the “DNA Note”) to DNA Holdings Ventures Inc. (“DNA Holdings”)
in exchange for proceeds of $
The following table presents the components of the net carrying amount of the DNA Note that is from a related party. This is the only note outstanding as of March 31, 2026 (in thousands of dollars):
Schedule of Components of Net Carrying Amount
| Principal | $ | |||
| Less: unamortized debt discount | ( | ) | ||
| Long term debt | $ | |||
| Current portion | $ |
Conversion
Beginning
on the six-month anniversary of the original issue date of the DNA Note, the outstanding principal amount of, and accrued but unpaid
interest on, the DNA Note will be convertible, in whole or in part, at the option of the holder, into shares of the Company’s common
stock, at an initial conversion price of $
The
DNA Note provides for customary anti-dilution and other adjustments to the conversion price, including in connection with stock dividends,
stock splits, reverse stock splits, reclassifications and similar transactions, as well as a “full ratchet” price-protection
adjustment in the event that the Company issues or is deemed to issue common stock or common stock equivalents at an effective price
per share lower than the then-current conversion price (subject to customary exceptions for “Exempt Issuances” such as equity
incentive awards and the exercise or conversion of outstanding securities). In such a case, the conversion price will be reduced to the
lower price. The DNA Note also entitles the holder to participate, on a pro rata “as converted” basis, in certain rights
offerings and distributions to holders of common stock. However, the conversion price cannot be reduced below $
Because
the note has an alternate conversion price, the exercise price is not fixed, and we are required to separate the debt portion from
the conversion feature portion. We calculated the present value of the debt using the effective interest rate of our most recent
loan which was at
The schedule below shows the change in the fair value of the derivative liability (in thousands of dollars):
Schedule of Fair Value Derivative Liability
| 2026 | 2025 | |||||||
| Beginning balance (January 1) | $ | $ | — | |||||
| Fair value adjustment | — | |||||||
| Ending value (March 31) | $ | $ | — | |||||
The Company used a binomial tree option calculation to determine the fair value of the conversion feature using the
following inputs: strike price $
Redemption
Upon
the occurrence of a “Change of Control Transaction” (as defined in the DNA Note),
| 14 |
Events of Default
The DNA Note contains customary events of default, including, among others: (i) failure to pay principal, interest or other amounts when due; (ii) breaches of covenants or other agreements in the DNA Note or other transaction documents; (iii) certain cross-defaults to other material indebtedness; (iv) certain bankruptcy or insolvency events; (v) certain judgments in excess of specified thresholds; and (vi) certain Change of Control Transactions or dispositions of substantially all of the Company’s assets (other than the transactions contemplated by the Asset Purchase Agreement). Upon an event of default, the holder may declare all outstanding obligations under the DNA Note immediately due and payable, in which case the Company is required to pay a “Mandatory Default Amount” equal to 100% of the then outstanding principal amount of the DNA Note plus accrued and unpaid interest and all other amounts due under the DNA Note, and interest accrues at the default rate described above.
Covenants
The DNA Note also includes negative covenants that, for so long as any portion of the DNA Note remains outstanding (unless waived by the holder), restrict the Company and its subsidiaries from, among other things: (i) incurring additional indebtedness, other than “Permitted Indebtedness” as defined in the DNA Note and the Purchase Agreement; (ii) granting liens, other than “Permitted Liens”; (iii) amending the Company’s organizational documents in a manner that adversely affects the rights of the holder; (iv) repaying, repurchasing or otherwise acquiring shares of its Common Stock or Common Stock equivalents (other than in limited circumstances); (v) repaying other indebtedness, subject to limited exceptions; and (vi) paying cash dividends or distributions on the Company’s equity securities.
The closing of the note transaction was done contemporaneously with the purchase of the DNA X LLC business. See Note 6.
Streeterville Capital LLC Notes
Both
of the promissory notes with Streeterville Capital LLC (the “Lender”) described below were paid off on January 23, 2026 from
proceeds of the Asset Purchase Agreement. The total payoff for bother notes was $
February Purchase Agreement
On
February 21, 2025, the Company entered into a note purchase agreement (the “February Purchase Agreement”) with Streeterville
Capital, LLC (the “Lender”) pursuant to which the Company issued and sold to the Lender a promissory note in the original
principal amount of $
The February Purchase Agreement
Pursuant to the terms of the February Purchase Agreement, until all of the Company’s obligations under the February Note and all other transaction documents are paid and performed in full, the Company agreed to comply with certain covenants, including but not limited to the following: (i) compliance with its filing requirements under the Securities Exchange Act of 1934, as amended, (ii) maintaining the Company’s listing on a national securities exchange, and (iii) refraining from making any Restricted Issuances (as defined in the Purchase Agreement and described below) without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s sole discretion.
Subject to certain customary exceptions set forth in the February Purchase Agreement, Restricted Issuances include the incurrence or guaranty of any debt obligations other than trade payables in the ordinary course of business, the issuance of any convertible securities in which the number of shares that may be issued pursuant to a conversion right, or the conversion price, varies with the market price of the Company’s common stock, the issuance of any securities with reset provisions and the issuance of any securities in connection with Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. Restricted Issuances do not include ATM facilities, commercial bank loans or lines of credit, leases, grants pursuant to the Company’s incentive plans, and change-in-control transactions that result in full repayment of the Note upon consummation.
| 15 |
The February Purchase Agreement also contains a “most favored nation” clause. Under this provision, for as long as the Note remains outstanding, if the Company issues any debt security with more favorable economic terms or conditions not similarly provided to the Lender, the Company must notify the Lender. At the Lender’s option, such favorable terms will become part of the Note and related transaction documents.
The February Note
The
February Note carries an original issue discount of $
Since the February Note remained outstanding on the 90-day anniversary of the issuance, the Company incurred a one-time monitoring fee of approximately in 2025.
Interest
under the February Note accrues at a rate of
Commencing
six months after the date of issuance of the February Note and at any time thereafter until the February Note is paid in full, the Lender
will have the right to redeem up to $
At
any time following the occurrence of a Major Trigger Event or Minor Trigger Event (each as defined in the February Note), the Lender
may increase the outstanding balance of the February Note by
Subject
to certain exceptions described below, if the Company fails to cure a Trigger Event within five trading days following the date of transmission
of written demand notice by the Lender, the Trigger Event will automatically become an Event of Default (as defined in the February Note).
Following the occurrence of any Event of Default, the Lender may, upon written notice to the Company, (i) accelerate the Note, with the
outstanding balance of the February Note following application of the Trigger Effect (the “Mandatory Default Amount”) becoming
immediately due and payable in cash, and (ii) cause interest on the outstanding balance of the February Note beginning on the date the
applicable Event of Default occurred to accrue at an interest rate equal to the lesser of
July Purchase Agreement
On
July 11, 2025, the Company entered into a note purchase agreement (the “July Purchase Agreement”) with the Lender pursuant
to which the Company issued and sold to the Lender a promissory note in the original principal amount of $
| 16 |
July Purchase Agreement
Pursuant to the terms of the July Purchase Agreement, until all of the Company’s obligations under the July Note and all other transaction documents are paid and performed in full, the Company agreed to comply with certain covenants, including but not limited to the following: (i) compliance with its filing requirements under the Securities Exchange Act of 1934, as amended, (ii) maintaining the Company’s listing on a national securities exchange, and (iii) refraining from making any Restricted Issuances (as defined in the July Purchase Agreement and described below) without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s sole discretion.
Subject to certain customary exceptions set forth in the Purchase Agreement, Restricted Issuances include the incurrence or guaranty of any debt obligations other than trade payables in the ordinary course of business, the issuance of any convertible securities in which the number of shares that may be issued pursuant to a conversion right, or the conversion price, varies with the market price of the Company’s common stock, the issuance of any securities with reset provisions and the issuance of any securities in connection with Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. Restricted Issuances do not include ATM facilities, commercial bank loans or lines of credit, leases, grants pursuant to the Company’s incentive plans, and change-in-control transactions that result in full repayment of the July Note upon consummation.
The July Purchase Agreement also contains a “most favored nation” clause. Under this provision, for as long as the July Note remains outstanding, if the Company issues any debt security with more favorable economic terms or conditions not similarly provided to the Lender, the Company must notify the Lender. At the Lender’s option, such favorable terms will become part of the Note and related transaction documents.
July Note
The
July Note carries an original issue discount of $
Additionally, if the July Note remains outstanding on the 90-day anniversary of the issuance, the Company will incur a one-time monitoring fee equal to the difference between (i) the outstanding balance of the Note divided by 0.85 (as minuend), and (ii) the outstanding balance of the Note (as subtrahend).
Interest
under the July Note accrues at a rate of
Commencing
six months after the date of issuance of the July Note and at any time thereafter until the July Note is paid in full, the Lender will
have the right to redeem up to $
At any time following the occurrence of a Major Trigger Event or Minor Trigger Event (each as defined in the July Note), the Lender may increase the outstanding balance of the July Note by 15% for each occurrence of any Major Trigger Event and 5% for each occurrence of any Minor Trigger Event (the “Trigger Effect”), provided that the Trigger Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events.
| 17 |
Subject
to certain exceptions described below, if the Company fails to cure a Trigger Event within five (5) trading days following the date of
transmission of written demand notice by the Lender, the Trigger Event will automatically become an Event of Default (as defined in the
July Note). Following the occurrence of any Event of Default, the Lender may, upon written notice to the Company, (i) accelerate the
July Note, with the outstanding balance of the Note following application of the Trigger Effect (the “Mandatory Default Amount”)
becoming immediately due and payable in cash, and (ii) cause interest on the outstanding balance of the July Note beginning on the date
the applicable Event of Default occurred to accrue at an interest rate equal to the lesser of
Security Agreements
The Company’s obligations under the July Note are secured by all of the Company’s assets, including its intellectual property, pursuant to a security agreement and intellectual property security agreement entered into by the Company in favor of the Lender on July 11, 2025. Pursuant to these agreements, the Company granted to the Lender a first-position security interest in all right, title, interest, claims and demands of the Company in and to certain property including, but not limited to: all equity in all wholly-owned or partially owned subsidiaries, all goods and equipment and all inventory, and certain patents, trademarks, and other intellectual property, as more fully detailed therein.
The
effective interest rate on the February Note, July Note, and DNA Note are approximately
Schedule of Interest Expense
2026 | 2025 | |||||||
| Contractual interest expense | $ | $ | ||||||
| Amortization of debt discount | ||||||||
| Amortization of debt issuance costs | — | |||||||
| Interest expense | $ | $ | ||||||
For the three months ended March 31,
2026, $
NOTE 6 — Stockholders’ Deficit
On
October November 2, 2018, the Company amended and restated its previous certificate of incorporation and adjusted its authorized capital
stock (par value of $
Purchase of DNA X LLC Membership Units with Issuance of Redeemable Common Stock
On
December 15, 2025, the Company entered into a membership interest purchase agreement with DNA Holdings pursuant to which the Company
purchased
| 18 |
DNA X LLC is engaged in the business of DNAX DeFi, an advanced on-chain trading protocol that lets users automate their decentralized exchange trading — things like limit orders, grid / range orders, and recurring trades. DNA X LLC operates a crypto trading platform (www.dnax.us) that allows customers to buy and sell cryptocurrencies, and to implement strategies to buy and sell cryptocurrency pairs to take advantage of fluctuations of market prices between cryptocurrency pairs. The platform allows investors to efficiently implement trading strategies, to track historical results, and to monitor other traders’ strategies. The Company purchased this business because of the growth potential of commission revenue that will be generated as more customers join the platform and as trading volume increases as additional cryptocurrencies are added. The purchase allows the Company to diversify away from the capital intensive device hardware business that has little growth potential, into an industry with huge growth potential and requires lass ongoing capital investments.
The
transaction closed contemporaneously with the sale of a note for $
Under the Membership Interest Purchase Agreement, DNA Holdings also agreed to vote all shares of the Company’s common stock beneficially owned by DNA Holdings in favor of the asset purchase agreement, dated July 17, 2025, as subsequently amended and as amended from time to time, by and among the Company and Pace Car Acquisition LLC. This asset purchase agreement was approved by the Company’s stockholders on December 30, 2025.
The Company evaluated its interests in DNA X LLC and concluded that they are not the primary beneficiary, as they do not have the power to direct the activities that most significantly impact DNA X LLC’s economic performance. The Company’s assessment considered DNA X LLC’s governance structure and contractual arrangements established in connection with the acquisition of its interest, including the Put Option held by the Seller. The Put Option provides the Seller with substantive kick-out rights, through the Put Period ending on June 30, 2026, including the ability to remove the Company from its decision-making role over DNA X LLC’s significant activities. As a result, the Company considered DNA X LLC as a variable interest entity (“VIE”), however, the Company is not the primary beneficiary and does not control DNA X LLC. Accordingly, the Company does not consolidate DNA X LLC in its financial statements.
The
Company determined that it has significant influence over DNA X LLC because until the Put Option is exercised, it controls the governance
structure and directs the activities that most significantly impact DNA X LLC’s economic performance. This significant influence
requires the Company to account for the investment in DNA X LLC under the equity method of accounting. The carrying amount of the Company’s
investment in DNA X LLC is $
The
Company’s maximum exposure to loss as a result of its involvement with the DNA X LLC is $
| 19 |
The Company reassesses whether it is the primary beneficiary of the VIE on an ongoing basis as facts and circumstances change.
Because
the stock issued may be returned to the Company if the Seller exercises their Put Option, the Company classified the stock issued to
the Seller as redeemable common stock on the consolidated balance sheets. The Company considers this to be temporary equity and is
not included with other permanent equity on the consolidated balance sheets. When the Put Option expires on June 30, 2026, then the
redeemable common stock will be reclassified as permanent equity. The redemption value at March 31, 2026 is calculated as $
Securities Purchase Agreement
The Purchase Agreement contains customary representations and warranties of the Company and DNA Holdings. Additionally, pursuant to the Purchase Agreement, the Company made certain covenants including, but not limited to: (i) timely filing of its reports with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, (ii) restrictions on the adoption of stockholder rights plans, poison pills, or similar anti-takeover measures, (iii) limitations on the use of proceeds from the Offering to the ordinary course of business of the Company, and (vi) for so long as the DNA Note remains outstanding, a covenant not to effect or enter into any variable rate transaction (as defined in the Purchase Agreement).
Additionally, under the Purchase Agreement, DNA Holdings has agreed to a Voting Arrangement that is substantially identical to the Voting Arrangement described above under “Membership Interest Purchase Agreement.”
See Note 5 for information on the convertible promissory note that was with the same counterparty.
ChEF Purchase Agreement
On September 29, 2025, the Company entered into a ChEF purchase agreement (the “ChEF Agreement”) and registration rights agreement (the “Registration Rights Agreement”), each with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility.
Pursuant
to the ChEF Agreement, the Company has the right from time to time at its option to sell to Chardan up to the lesser of (i) $
While there are distinct differences, the facility pursuant to the ChEF Agreement is structured similarly to a traditional “at-the-market” equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis. The net proceeds from any sales under the ChEF Purchase Agreement will depend on the frequency of and the prices for which the shares of our common stock are sold to Chardan. The registration statement in connection with the facility became effective on October 29, 2025.
| 20 |
In
November 2025, the Company sold
Registered Public Offering
On
July 2, 2025, the Company consummated a best-efforts public offering (the “Offering”) of
Roth
Capital Partners, LLC (“Roth”), (the “Placement Agent”) served as the exclusive placement agent in connection
with the Offering. The Company paid the Placement Agent a cash fee of
The shares of common stock and the Placement Agent Warrants described above and the underlying shares of common stock were offered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-288221), which was declared effective by the SEC on June 30, 2025.
The
net proceeds of the Offering are approximately $
On
May 12, 2025, the Company closed on a capital investment of
Each
warrant has an exercise price of $
In
connection with the close of the capital investment on May 12, 2025, the Company issued
| 21 |
ATM Offering
On
August 6, 2024, the Company entered into a sales agreement (the “Sales Agreement”) with Roth. Pursuant to the Sales Agreement,
the Company may sell, at its option, shares of common stock through Roth, as sales agent. Sales of shares of the Company’s common
stock made pursuant to the Sales Agreement are being made under the Registration Statement on Form S-3 filed on April 9, 2024 (File No.
333-278577), which was declared effective by the SEC on May 3, 2024. Subject to the terms and conditions of the Sales Agreement, Roth
may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415(a)(4) promulgated
under the Securities Act. Roth will be entitled to compensation at a commission rate of
During
the twelve months ended December 31, 2025, a total of
Shareholder Rights Plan
On
April 21, 2025, the Board declared a dividend of one preferred share purchase right (“Right”) for each outstanding share
of common stock, par value $
Each
Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock
(the “Preferred Shares”), par value $
NOTE 7 — Stock-Based Compensation
Stock-based compensation expense is as follows (in thousands of dollars):
Schedule of Stock Based Compensation Expense
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenues | $ | $ | ||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Stock-based compensation expenses | $ | $ | ||||||
In
2026, continuing operations includes the stock-based compensation of $
| 22 |
Stock-based compensation in Cost of Revenues relates to employees who focus on supply chain management.
Stock Options
Stock option activity, as adjusted for the Reverse Stock Split, for the three months ended March 31, 2026, is in the table below (price per share is in dollars):
Schedule of Stock Option Activity
| Options | Weighted average exercise price per share | Weighted average remaining contractual life (in years) | Aggregate Intrinsic Value* | |||||||||||||
| Outstanding at January 1, 2026 | $ | |||||||||||||||
| Granted | — | — | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | — | |||||||||||||
| Vested and Expected to Vest at March 31, 2026 | $ | $ | — | |||||||||||||
| Exercisable at March 31, 2026 | $ | $ | — | |||||||||||||
| * |
As
of March 31, 2026, there was approximately $
Restricted Stock Units
Restricted Stock Unit (“RSU”) activity, as adjusted for the Reverse Stock Splits, for the three months ended March 31, 2026, is as follows:
Schedule of Outstanding Restricted Stock Units
| RSUs | ||||
| Outstanding at January 1, 2026 | — | |||
| Granted | ||||
| Released | — | |||
| Forfeited | — | |||
| Outstanding at March 31, 2026 | ||||
Warrants activity, as adjusted for the Reverse Stock Split, for the three months ended March 31, 2026, is as follows:
Schedule of Warrant Activity
| Number of warrants | Weighted average exercise price per share | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | — | — | ||||||
| Forfeited | — | — | ||||||
| Expired | — | — | ||||||
| Outstanding at March 31, 2026 | $ | |||||||
| Exercisable at March 31, 2026 | $ | |||||||
NOTE 8 — Income Taxes
We
recognized income tax expense of $
Our tax expense for discontinued operations for the three months ended March 31, 2026 is higher than our tax expense for the same period last year due to the sale of the Company’s phone and hotspot assets on January 23, 2026. Tax expenses for the first quarter of 2026 are included in discontinued operations because they primarily relate to the sale of the assets and the gain on the sale of the assets is included in discontinued operations.
Our
effective tax rate is
| 23 |
The Company’s material income tax jurisdictions are the United States (federal and California), China and India. As a result of net operating loss and credit carryforwards, the Company is subject to audit for tax years 2023 and forward for federal and California purposes. The China and India tax years are open under the statute of limitations from 2013 and forward.
It is projected that the Company will
utilize $
The Company’s material income tax jurisdictions are the United States (federal and California), China and India. As a result of net operating loss and credit carryforwards, the Company is subject to audit for tax years 2023 and forward for federal and California purposes. The China and India tax years are open under the statute of limitations from 2013 and forward.
The
Company is subject to ongoing tax examinations of its tax returns by the Internal Revenue Service and other tax authorities in various
jurisdictions. In accordance with the guidance on the accounting for uncertainty in income taxes, the Company regularly assesses the
likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. These assessments
can require considerable estimates and judgments. As of March 31, 2026, the gross amount of unrecognized tax benefits was approximately
All of the tax expense for the three months ended March 31, 2026 and March 31, 2025 are included in discontinued operations.
NOTE 9 — Commitments and Contingencies
Purchase Commitments
There are no noncancelable purchase orders as of March 31, 2026 or December 31, 2025 for continuing operations. The company stopped issuing purchase commitments in 2025 in anticipation of the closing of the asset sale.
Royalty payments
For
its discontinue operations, the Company is required to pay per unit royalties to wireless essential patent holders. During the three months ended March 31, 2026, we made a total of $
General litigation
The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these other matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.
Indemnification
Under
the terms of the asset purchase agreement, the Company has indemnification obligations for representations and warranties made by the
Company. The $
For discontinued operations, under the terms of its agreements with wireless carriers and other partners, the Company has agreed to provide indemnification for intellectual property infringement claims related to the Company’s products sold by them to their end customers. From time to time, the Company receives notices from these wireless carriers and other partners of a claim for infringement of intellectual property rights potentially related to their products. These infringement claims have been settled, dismissed, or have not been further pursued by the customers.
| 24 |
NOTE 10 — Net Income (Loss) Per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share. Share and per share amounts for the periods ended March 31, 2026 and 2025, have been adjusted retrospectively for the Reverse Stock Split. The numerator amounts are in thousands of dollars.
Schedule of Computation of Basic and Diluted Net Loss Per Share
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net income from discontinued operations | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted-average shares used in computing net loss per share, basic and diluted | ||||||||
| Earnings (loss) per share – basic and diluted | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Net earnings per share, basic and diluted | $ | $ | ||||||
Because we had a net loss from continuing operations, we did not disclose diluted earnings per share amounts for discontinued operations or for overall net income.
Redeemable shares are excluded from the earnings (loss) per share calculation.
The potentially dilutive common shares that were excluded from the calculation of diluted net income per share because their effect would have been antidilutive are as follows. Share amounts for the periods ended March 31, 2026 and 2025, have been adjusted retroactively for the applicable Reverse Stock Split.
Schedule of Dilutive Common Shares were Excluded from Calculation of Diluted
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Shares subject to options to purchase common stock | ||||||||
| Unvested and unissued restricted stock units | — | |||||||
| Shares subject to warrants to purchase common stock | ||||||||
| Total | ||||||||
NOTE 11 — Entity Level Information
Segment Information—The Company did not have a reporting segment for continuing operations for the three months ended March 31, 2026.
NOTE 12 — Subsequent Events
The Company’s management reviewed all material events that have occurred after the balance sheet date through the date when the financial statements were issued. Based on the review, except as disclosed below, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.
On
May 20, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DNA Holdings Venture,
Inc. (the “Purchaser”) pursuant to which the Company sold and issued to the Purchaser a convertible promissory note (the
“Note”) in the principal amount of $
The
aggregate purchase price for the Note consisted of $
The Purchase Agreement contains customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires the proceeds from the sale of the Note to be used for working capital purposes, but not for the satisfaction of any Company debt (other than the payment of trade payables in the ordinary course of business), the redemption of common stock or common stock equivalents, the settlement of any litigation, or in violation of certain antibribery and anticorruption laws specified in the Purchase Agreement.
The Company’s obligations under the Note are secured by a first priority lien and security interest in and to the following collateral (collectively, the “Pledged Collateral”): (i) the limited liability company membership interests owned by the Company in its wholly owned subsidiary DNA X, LLC, a Delaware limited liability company, and all dividends, cash, instruments, and other property from time to time received or distributed in respect thereof and all proceeds of any of the foregoing in whatever form. The security interest in the Pledged Collateral is continuing and shall remain in full force and effect until the indefeasible payment in full of the Note, upon which the security interest shall terminate and all rights to the Pledged Collateral shall revert to the Company.
Amendment of Membership Interest Purchase Agreement
Concurrently with the closing, and as a condition and inducement to the Company’s willingness to enter into the Purchase Agreement, the Company and the Purchaser entered into an Amendment No. 1 to the Membership Interest Purchase Agreement (the “Purchase Agreement Amendment”) pursuant to which the Company and the Purchaser agreed to terminate the “Put Option” described therein, effective as of the execution of the Purchase Agreement.
| 25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations together with “Cautionary Note About Forward-Looking Statements” and our unaudited condensed consolidated financial statements and related notes included under Item 1 of this Quarterly Report on Form 10-Q as well as our most recent Annual Report on Form 10-K for the year ended December 31, 2025 as amended, including Part 1, Item 1A “Risk Factors.”
Company Overview
We are a provider of crypto trading services to the public. Our services are available over the internet at https://dnax.us. We serve individual cryptocurrency traders. Our products allow users to efficiently buy and sell cryptocurrencies with cash or cash equivalents, or to exchange one cryptocurrency for another cryptocurrency. Our platform allows users to execute strategies between pairs of cryptocurrencies that allow them to swap between the currencies as the prices diverge or converge. This allows users to automate strategies without the need to continuously monitor the market. We are developing products to increase the number of cryptocurrencies that are available for trading on our platform and products the Company expects to bring in additional customers and drive additional revenue from commissions and fees.
We are currently operating on a limited basis to monitor the platform and address any bugs or performance issues. We plan to add additional features and products to the platform throughout 2026 as we execute our growth strategy. We will continue to monitor the platform to ensure that it can handle the anticipated increase in trading volume. We may use social media and traditional media to market our platform to potential customers. We may expand our marketing efforts as new products become available to customers.
Prior to December 2025, when we acquired our platform, we operated under the name Sonim Technologies, Inc. and were primarily focused on designing and manufacturing cell phones and mobile hotspots. We developed the software that ran on our products. We completed the disposition of substantially all assets of our phone and hotspot business on January 23, 2026.
Our Products
Trading and Swapping Cryptocurrencies
Our https://dnax.us website allows users to trade or swap certain cryptocurrencies for other cryptocurrencies or for cash equivalent currencies. New customers can set up an account on our website that will allow them to trade cryptocurrencies. The customer owns the assets before and after the trade and commissions are automatically deducted from the trade. We do not take custody of any of our customers’ crypto assets. We employ various security measures in an effort to protect our customers and ourselves from cyber threats. The trades on our platform are generally completed immediately and there is no delay in settling the transactions.
Our platform allows anyone to set up an automated trading strategy and to buy one currency when the price ratio with another currency is reached in one direction, and to sell the currency when the ratio is reached in the other direction. This allows users to automatically trade and capture profits as cryptocurrencies trade within certain ranges. These strategies can be viewed by all users and can be duplicated. Our platform maintains histories of the strategies that can be analyzed to develop new strategies. We generate commission revenue from our users’ trading activity on our platform.
We are developing new enhancements to our trading platform that when implemented, are expected to increase trading volume.
| 26 |
Recent Developments
Completion of the Asset Purchase Agreement with Pace Car Acquisition LLC. On January 23, 2026, we completed the sale of substantially all assets and most liabilities related to our legacy phone and mobile hotspot business for a purchase price of $15.0 million in cash, less working capital, indebtedness and transaction expense adjustments for a net sales price of $13.5 million.
Results of Operations
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results to be expected for the full year or in any future period. On January 23, 2026, we completed the sale of our phone and hotspots assets, and many of our employees transferred to the buyer. The accompanying consolidated financial statements and certain tables below present operations from this legacy business as discontinued operations for all periods presented, and the assets and liabilities of this legacy business are presented as assets and liabilities held for sale for the period ended December 31, 2025. Since that time, we have focused on growing and developing our cryptocurrency trading platform, DNA X. The following table presents key components of the Company’s results of discontinued operations for the three months periods ended March 31, 2026 and 2025:
DISCONTINUED OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED MARCH 31, 2026 and 2025
(IN THOUSANDS)
| 2026 | 2025 | |||||||
| Net revenues | $ | 3,805 | $ | 16,721 | ||||
| Cost of revenues | 4,122 | 8,365 | ||||||
| Gross profit (loss) | (317 | ) | 8,356 | |||||
| Operating expenses | ||||||||
| Research and development | 913 | 1,633 | ||||||
| Sales and marketing | 1,123 | 3,239 | ||||||
| General and administrative | 453 | 1,969 | ||||||
| Total operating expenses | 2,489 | 6,841 | ||||||
| Net income (loss) from operations | (2,806 | ) | 1,515 | |||||
| Gain on sale of assets | 15,563 | — | ||||||
| Other income | 49 | 36 | ||||||
| Income before income tax expense | 12,806 | 1,551 | ||||||
| Income tax expense | (2,538 | ) | (132 | ) | ||||
| Net income from discontinued operations | $ | 10,268 | $ | 1,419 | ||||
Gain on sale of assets
Gain on sale of assets of $15.6 million during the three months ended March 31, 2026 is attributable to the disposition of our legacy phone and hotspot business and is calculated as the consideration paid of $15.0 million less a working capital adjustment, less the book value of the assets sold and the liabilities assumed.
The consolidated statement of operations of discontinued operations for the three months ended March 31, 2026 reflects the 23-day period prior to the completion of the asset sale. Revenue for the three months ended March 31, 2025 was $12.9 million higher than in the corresponding period in 2026 because we operated our legacy phone and hotspot business for the entire quarter in 2025 and because there was a one-time release of accrued promotional funds in 2025.
Gross profit was negative in 2026 because we discontinued some products and wrote down inventory.
Operating expenses were lower in 2026 because the period was only for 23 days as compared to an entire quarter in 2025.
Income tax expense of $2.5 million is calculated on the gain on the sale of assets plus the operating net loss for the quarter, and an estimate of future net income or loss for the three remaining quarters of the year. Because the Company has net operating loss carryforwards, the actual cash that will be paid in the United States for income taxes for the 2026 tax year is estimated to be approximately $0.5 million. The estimated taxes are netted with the gain on sale of the assets and are included in discontinued operations.
| 27 |
The following table presents key components of our results of continuing operations (dollars in thousands):
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | — | $ | — | ||||
| Operating expenses | ||||||||
| General and administrative | 3,618 | 870 | ||||||
| Total operating expenses | 3,618 | 870 | ||||||
| Loss from operations | (3,618 | ) | (870 | ) | ||||
| Interest expense, net | (131 | ) | (91 | ) | ||||
| Loss on valuation of derivative liability from convertible note | (227 | ) | — | |||||
| Equity income from DNA X LLC | 48 | — | ||||||
| Loss before income taxes | (3,928 | ) | (961 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (3,928 | ) | $ | (961 | ) | ||
General and Administrative
General and administrative expenses for the three months ended March 31, 2026, increased by $2.5 million compared to 2025 primarily due to employee severance ($1.1 million) and bonuses ($0.4 million) triggered by the completion of the asset sale in 2026. Profession fees for audit and tax services increased by $0.5 million in 2026 because of increased complexity with the purchase of DNA X LLC, and the asset sale transaction. Employee compensation after the asset sale for executives was included in General and Administrative in continuing operations in 2026, but employee compensation for executives in 2025 was allocated to discontinued operations. General and administrative expenses are expected to drop significantly for the remainder of 2026 as one-time costs related to the assets sale will not recur.
Other Income
Other income is net income from our DNA X cryptocurrency trading business for the first quarter of 2026. The increase of $0.05 million in comparison to the three months ended March 31, 2025 is due to the fact that we did not own this business in the first quarter of 2025.
Going Concern, Liquidity and Capital Resources
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business for a period of at least one year from the issuance date of the accompanying consolidated financial statements. We had approximately $1.2 million in cash at March 31, 2026. On May 20, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DNA Holdings Venture, Inc. (the “Purchaser”) pursuant to which the Company sold and issued to the Purchaser a convertible promissory note (the “Note”) in the principal amount of $3,053 for an aggregate purchase price in the same amount. The aggregate purchase price for the Note consisted of $1,800 in cash to the Company and the surrender of the convertible promissory note, dated December 15, 2025, in the principal amount of $1,200 issued by the Company to the Purchaser, including $53 of accrued unpaid interest on such principal amount. These $1,800 in loan proceeds are expected to provide sufficient working capital to pay our obligations through December 31, 2026, when the note matures. If the note is not converted into the Company’s common stock prior to December 31, 2026, then the Company will need to raise additional capital to repay the $3.0 million that will become due on December 31, 2026 from the note. Due to the uncertainty of either the note being converted or of us raising additional capital prior to December 31, 2026 , there is substantial doubt regarding our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows
The following table summarizes our sources and uses of cash for the periods presented (in thousands):
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (3,466 | ) | $ | (9,606 | ) | ||
| Net cash provided by investing activities | 3,358 | — | ||||||
| Net cash provided by financing activities | — | 6,378 | ||||||
| Net decrease in cash and cash equivalents | $ | (108 | ) | $ | (3,228 | ) | ||
| 28 |
Cash flows from operating activities – combined continuing and discontinued operations
For the three months ended March 31, 2026, cash used in operating activities was $3.5 million, primarily attributable to the sale of phone and hotspot inventory and the sale of parts inventory from the discontinued phone and hotspot business of $5,5 million, lower prepaids of $1.7 million, offset by the paydown of accounts payable with the proceeds from the asset sale of $2.7 million.
For the three months ended March 31, 2025, cash used in operating activities was $9.6 million, primarily attributable to net cash used in a change in net operating assets and liabilities of $6.1 million and net income of $0.5 million, excluding net non-cash operating activity of $4.0 million. The change in net operating assets and liabilities was primarily due to net payments made on accounts payable and an increase in contract fulfillment assets, which are capitalized costs for product certifications, partially offset by a decrease in inventory. Non-cash charges primarily consist of $5.3 million related to the expiration of customer allowance agreements, $1.1 million in depreciation and amortization and $0.3 million for stock-based compensation.
Cash flows from investing activities – combined continuing and discontinued operations
For the three months ended March 31, 2026, cash provided from investing activities was $3.4 million in net cash received from the asset sale. In 2025, there were no significant investing activities.
Cash flows from financing activities – combined continuing and discontinued operations
For the three months ended March 31, 2026, there were no financing activities.
For the three months ended March 31, 2025, the Company received $3.5 million in cash, net of issuance costs, from Streeterville for one of the notes.
Material Cash Requirements
There have been no material changes to our material cash requirements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.
A description of our critical accounting policies that represent the more significant judgments and estimates used in the preparation of our consolidated financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2025, that have had a material impact on our unaudited condensed consolidated financial statements and related notes.
| 29 |
Segment Information
We have one business activity and operate in one reportable segment.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, prior to filing this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective for accounting for complicated transactions related to investments and acquisitions.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.
Material Weakness in Internal Control Over Financial Reporting
The Company identified a material weakness in its internal control over financial reporting related to a lack of personnel with sufficient technical accounting expertise to appropriately analyze and account for complex, non-routine transactions. Specifically, the Company did not maintain adequate resources with the requisite knowledge of U.S. GAAP to properly evaluate the accounting implications of significant transactions, including accounting for business acquisitions.
As a result of this deficiency, the Company failed to appropriately apply relevant accounting guidance, which led to errors in the initial recording of certain transactions and required adjustments during the financial statement close process. Additionally, the review controls designed to detect such errors were not effective due to the same lack of technical expertise.
Management concluded that this control deficiency constitutes a material weakness because there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
The Company has not resolved this material weakness as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 30 |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
For information regarding our material legal proceedings, see “Note 9 — Commitments and Contingencies” in the accompanying “Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Item 1A. Risk Factors.
There are no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None
of our directors or officers
| 31 |
Item 6. Exhibits.
| Incorporated by Reference | ||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit Number | Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-38907 | 3.1 | May 17, 2019 | |||||
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective September 15, 2021 (Reverse Stock Split) | 8-K | 001-38907 | 3.1 | September 15, 2021 | |||||
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective July 17, 2024 (Reverse Stock Split) | 8-K | 001-38907 | 3.1 | July 18, 2024 | |||||
| 3.4 | Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 21, 2025 | 8-K | 001-38907 | 3.1 | April 21, 2025 | |||||
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective October 16, 2025 (Increase in authorized shares from 100,000,000 to 1,000,000,000) | 8-K | 001-38907 | 3.1 | October 20, 2025 | |||||
| 3.6 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective October 27, 2024 (Reverse Stock Split) | 8-K | 001-38907 | 3.1 | October 24, 2025 | |||||
| 3.7 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, effective January 23, 2026 | 8-K | 001-38907 | 3.1 | January 27, 2026 | |||||
| 3.8 | Amended and Restated Bylaws of the Registrant, as amended and restated as of June 14, 2024 | 8-K | 001-38907 | 3.1 | June 14, 2024 | |||||
| 4.1 | Promissory note dated as of February 21, 2025 | 8-K | 001-38907 | 4.1 | February 21, 2025 | |||||
| 4.2 | Rights Agreement, dated as of April 21, 2025, by and between Sonim Technologies Inc. and Equiniti Trust Company, LLC, which includes the form Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Preferred Shares as Exhibit C | 8-K | 001-38907 | 4.1 | April 21, 2025 | |||||
| 4.3 | Form of Common Stock Purchase Warrant, dated as of May 12, 2025, issued by Sonim Technologies, Inc. to the purchasers named therein | 8-K | 001-38907 | 4.1 | May 16, 2025 | |||||
| 4.4 | Form of Placement Agent Warrant to Purchase Common Stock, issued on July 2, 2025 | 8-K | 001-38907 | 4.1 | July 2, 2025 | |||||
| 4.5 | Promissory Note dated as of July 11, 2025 | 8-K | 001-38907 | 4.1 | July 17, 2025 | |||||
| 32 |
| 10.1 | Liu Separation and Release Agreement, dated as of January 30, 2026 | 8-K | 001-38907 | 10.1 | February 5, 2026 | |||||
| 10.2 | Becher Separation and Release Agreement, dated as of February 3, 2026 | 8-K | 001-38907 | 10.2 | February 5, 2026 | |||||
| 10.3†# | Employment Agreement, dated as of October 16, 2025, by and between DNA X, Inc. and Michael Mulica. | 8-K | 001-38907 | 10.1 | October 20, 2025 | |||||
| 10.4† | First Amendment to Employment Agreement of Mike Mulica, dated as of February 9, 2026. | 8-K | 001-38907 | 10.1 | February 10, 2026 | |||||
| 10.4†# | Amended and Restated Letter Agreement, dated as of December 8, 2023, by and between DNA X, Inc. and Clay Crolius | 8-K | 001-38907 | 10.2 | December 11, 2023 | |||||
| 10.5† | First Amendment to Employment Agreement, dated as of April 15, 2025, by and between DNA X, Inc. and Clay Crolius | 8-K | 001-38907 | 10.1 | April 16, 2025 | |||||
| 10.6† | Second Amendment to Employment Agreement of Clay Crolius, dated as of February 9, 2026 | 8-K | 001-38907 | 10.2 | February 10, 2026 | |||||
| 10.8+# | Asset Purchase Agreement, dated as of July 17, 2025, by and among the Company, Pace Car Acquisition LLC and Clay Crolius | 8-K | 001-38907 | 2.1 | July 22, 2025 | |||||
| 10.9 | First Amendment to Asset Purchase Agreement, dated as of November 24, 2025, by and among the Company, Pace Car Acquisition LLC and Clay Crolius | 8-K | 001-38907 | 2.1 | November 26, 2025 | |||||
| 10.10# | Second Amendment to Asset Purchase Agreement, dated as of January 23, 2026 | 8-K | 001-38907 | 2.1 | January 27, 2026 | |||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
| 101PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
| † | Indicates a management contract or compensatory plan or arrangement |
| # | Schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted schedules to the SEC upon its request. |
| + | Certain portions of this exhibit (indicated by [***]) have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the registrant has determined that such redacted information is not material and is the type that the registrant treats as private or confidential. |
| 33 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DNA X, INC. | ||
| Date: May 20, 2026 | By: | /s/ Michael Mulica |
| Michael Mulica | ||
| Acting Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 20, 2026 | By: | /s/ Clay Crolius |
| Clay Crolius | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
| 34 |