STOCK TITAN

DNA X, Inc. (SONM) raises $2.5M and targets Nasdaq equity rule compliance

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

DNA X, Inc. reported that on August 7, 2026 it sold and issued the remaining 416,667 shares of Series B Preferred Stock under its Purchase Agreement, receiving $2.5 million in cash. The company presented a pro forma view showing estimated ending stockholders’ equity of $5,840,000 as of that date.

Based on this pro forma equity, the company believes it now exceeds the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1) and is awaiting Nasdaq’s formal determination. Management notes the pro forma figures are unaudited, based on current estimates and assumptions, and for illustrative purposes only.

Positive

  • Completion of the preferred stock financing added $2.5 million in cash proceeds and contributed to an estimated $5.84 million pro forma stockholders’ equity as of August 7, 2026.
  • Management believes stockholders’ equity now exceeds Nasdaq’s $2.5 million requirement under Listing Rule 5550(b)(1), potentially supporting continued listing on The Nasdaq Capital Market once formally confirmed.

Negative

  • None.

Filing Explained

The filing shows the pro forma equity bridge: estimated stockholders’ equity was negative 1,516 in thousands for Q2 2026 and 5,840 in thousands on August 7. The August 7 estimate includes 4,946 in thousands of financing and 3,049 in thousands from note conversion, so the reported equity improvement is an unaudited, assumption-based pro forma measure rather than a finalized balance-sheet figure.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Series B Preferred Stock sold 416,667 shares Remaining shares issued on August 7, 2026 under the Purchase Agreement
Cash proceeds from preferred stock $2.5 million Consideration received for 416,667 Series B Preferred shares on August 7, 2026
Pro forma ending stockholders’ equity $5,840,000 Estimated stockholders’ equity as of August 7, 2026, in thousands table
Nasdaq equity requirement $2.5 million Stockholders’ equity threshold under Listing Rule 5550(b)(1)
Q1 2026 net income (loss) $6,340,000 Net income (loss) line in projected stockholders’ equity table
Q2 2026 net income (loss) (est.) $(1,530,000) Estimated net income (loss) for Q2 2026 in thousands table
Beginning equity Q1 2026 $(7,955,000) Beginning stockholders’ equity for Q1 2026 in thousands table
Beginning equity Q2 2026 (est.) $(983,000) Beginning stockholders’ equity for Q2 2026 in thousands table
Series B Preferred Stock financial
"sold and issued the remaining 416,667 shares of Series B Preferred Stock purchasable"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Purchase Agreement financial
"purchasable pursuant to the Purchase Agreement in exchange for cash proceeds"
A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.
stockholders’ equity financial
"believes it has stockholders’ equity in excess of the $2.5 million stockholders’ equity requirement"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
Nasdaq Capital Market regulatory
"requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Listing Rule 5550(b)(1) regulatory
"requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1)"
Listing Rule 5550(b)(1) is a Nasdaq listing standard that sets a minimum share price requirement companies must meet to stay listed on the exchange. It matters to investors because falling below that threshold can trigger delisting procedures, which often reduce a stock’s visibility, trading liquidity and value; think of it like a minimum score needed to remain in a sports league — miss it and you risk being dropped until you improve.
pro forma financial
"summary pro forma presentation of stockholders’ equity giving effect to the completed transactions"
Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

FAQ

What transaction did DNA X, Inc. (SONM) complete on August 7, 2026?

DNA X, Inc. completed the sale and issuance of the remaining 416,667 shares of Series B Preferred Stock, raising $2.5 million in cash proceeds under its Purchase Agreement.

How did the August 7, 2026 financing affect SONM’s stockholders’ equity?

After giving effect to the August 7, 2026 transactions, DNA X, Inc. estimates pro forma stockholders’ equity of $5.84 million, compared with a previously negative equity balance earlier in 2026.

Is DNA X, Inc. (SONM) now in compliance with Nasdaq’s equity rule?

The company believes its pro forma equity now exceeds Nasdaq’s $2.5 million stockholders’ equity requirement under Listing Rule 5550(b)(1) and is awaiting Nasdaq’s formal compliance determination.

What stockholders’ equity figures did SONM disclose for 2026?

DNA X, Inc. reported ending stockholders’ equity of $(983,000) for Q1 2026, $(1,516,000) for Q2 2026 (estimated), and $5,840,000 pro forma as of August 7, 2026.

What recent net income or loss figures did DNA X, Inc. (SONM) provide?

The company showed net income (loss) of $6,340,000 for Q1 2026, an estimated $(1,530,000) for Q2 2026, and an estimated $(639,000) through August 7, 2026 in its pro forma table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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true 0001178697 0001178697 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 2)

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 29, 2026

 

 

 

DNA X, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38907   94-3336783
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

4445 Eastgate Mall, Suite 200    
San Diego, CA   92121
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (661) 618-7580

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class
  Trading Symbol(s)  
Name of each exchange on which registered
Common Stock, par value $0.001 per share   SONM   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ☐

 

 

 

 
 

 

Explanatory Note

 

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by DNA X, Inc. (the “Company”) with the Securities and Exchange Commission on July 2, 2026, as amended by the Current Report on Form 8-K/A filed by the Company on July 9, 2026 (the “Form 8-K”). This Current Report on Form 8-K/A is being filed for the purpose of updating the disclosure under Item 3.02 of the Form 8-K.

 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On August 7, 2026, the Company sold and issued the remaining 416,667 shares of Series B Preferred Stock purchasable pursuant to the Purchase Agreement in exchange for cash proceeds of $2.5 million.

 

Item 8.01 Other Events.

 

Based on the foregoing transactions, as of the date of the filing of this Current Report on Form 8-K/A, the Company believes it has stockholders’ equity in excess of the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”), as reflected in the pro forma stockholders’ equity balance provided below. The Company is awaiting Nasdaq’s formal determination that it has evidenced compliance with the Equity Rule and intends to provide an update upon receipt of such determination.

 

To provide additional information regarding the Company’s unaudited stockholders’ equity balance as of the date of the filing of this Current Report on Form 8-K/A, the Company has prepared a summary pro forma presentation of stockholders’ equity giving effect to the completed transactions discussed above. The pro forma information is based on management’s current estimates and assumptions, is presented for illustrative purposes only, and should not be regarded as indicative of the Company’s future financial condition or results of operations.

 

DNA X, INC.            
$ in thousands            
Projected Stockholders’ Equity  Q1 2026   Q2 2026   August 7 
   (actual)   (est.)   (est.) 
             
Net income (loss)   6,340    (1,530)   (639)
                
Beginning Stockholders’ Equity   (7,955)   (983)   (1,516)
Adjustments               
Financing             4,946 
Note Conversion             3,049 
Reclass redeemable shares to equity        963      
Remeasurement of stock redemption value   328    (64)     
Add back for Stock-based Compensation   304    98      
Ending Stockholders’ Equity  $(983)  $(1,516)  $5,840 

 

Cautionary Note Regarding Forward Looking Statements

 

This current report and other related materials may contain a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s expectation about any or all of the following: anticipated benefits of and activities under the Transaction and the timing and certainty of completion of the Transaction, and the Company’s use of proceeds from the Transaction. Forward-looking statements can be identified by terms such as “will,” “intent,” “expect,” “plan,” “potential,” “would” or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, you should not rely on these forward-looking statements as predictions of future events. These risks and uncertainties include, among others, those risk and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026, and in any other filings made by the Company with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this current report, other than to the extent required by law.

 

 
 

 

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 hereunto duly authorized.

 

    DNA X, INC.
       
Date: August 13, 2026 By: /s/ Clayton Crolius
    Name: Clayton Crolius
    Title: Chief Financial Officer

 

 

Filing Exhibits & Attachments

3 documents