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  4. [8-K/A] DNA X, Inc. Amends Material Event Report

DNA X (SONM) boosts equity above Nasdaq threshold after Series B financing

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8-K/A

Rhea-AI Filing Summary

DNA X, Inc. amended a prior report to detail a preferred stock financing that improves its stockholders’ equity and supports continued listing on the Nasdaq Capital Market.

On July 8, 2026 the company sold 929,864 shares of Series B Preferred Stock for $2.5 million in cash and cancellation of $3.1 million of a convertible note, and expects to issue another 416,667 shares by August 14, 2026. A pro forma table shows stockholders’ equity moving from deficits in Q1 2026 and estimated Q2 2026 to an estimated $3.8 million as of July 9, 2026, above Nasdaq’s $2.5 million equity requirement, while the company awaits Nasdaq’s formal compliance determination.

Positive

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Insights

Preferred stock financing lifts equity above Nasdaq’s minimum, pending confirmation.

DNA X, Inc. completed a Series B Preferred Stock sale on July 8, 2026, issuing 929,864 shares for $2.5 million in cash plus cancellation of $3.1 million of a convertible note, with another 416,667 shares expected by August 14, 2026.

The company’s pro forma table shows stockholders’ equity shifting from deficits in Q1 2026 and estimated Q2 2026 to an estimated $3.8 million as of July 9, 2026, exceeding Nasdaq’s $2.5 million equity requirement. Actual impact depends on Nasdaq’s formal compliance determination.

The summary explicitly notes that equity figures are unaudited and based on management estimates, presented for illustrative purposes. Subsequent company filings may update these balances or describe the completion status of the remaining subscribed Series B shares.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Series B shares issued 929,864 shares Sold and issued on July 8, 2026
Cash proceeds from Series B $2.5 million Received for Series B Preferred Stock on July 8, 2026
Convertible note cancellation $3.1 million Outstanding balance canceled in exchange for Series B shares
Remaining Series B subscribed 416,667 shares Expected to close on or prior to August 14, 2026
Pro forma stockholders’ equity $3,798 thousand Estimated as of July 9, 2026
Nasdaq equity requirement $2.5 million Minimum stockholders’ equity for continued Nasdaq Capital Market listing
Q1 2026 stockholders’ equity $(983) thousand Actual stockholders’ equity deficit in Q1 2026
Q2 2026 stockholders’ equity $(1,550) thousand Estimated stockholders’ equity deficit in Q2 2026
Certificate of Designation regulatory
"The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on July 6, 2026."
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Nasdaq Capital Market market
"stockholders’ equity in excess of the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market"
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.
pro forma financial
"summary pro forma presentation of stockholders’ equity giving effect to the completed transactions discussed above"
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.
stockholders’ equity financial
"Based on the foregoing transactions, as of the date of the filing of this on /A, the Company believes it has stockholders’ equity in excess of the $2.5 million"
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.
forward-looking statements regulatory
"may contain a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What financing did DNA X, Inc. (SONM) complete in July 2026?

DNA X, Inc. completed a Series B Preferred Stock financing on July 8, 2026, issuing 929,864 shares for $2.5 million in cash and canceling $3.1 million of a convertible promissory note. It also expects to issue another 416,667 shares under the same Purchase Agreement.

How did the Series B financing affect DNA X, Inc.’s stockholders’ equity?

The company’s pro forma presentation shows stockholders’ equity improving to an estimated $3.8 million as of July 9, 2026. This reflects the completed Series B transactions and related adjustments, compared with prior deficits reported for Q1 2026 and estimated for Q2 2026.

Why is Nasdaq’s $2.5 million equity requirement important for DNA X, Inc. (SONM)?

Nasdaq Capital Market rules require at least $2.5 million in stockholders’ equity for continued listing. DNA X, Inc. believes its pro forma $3.8 million equity as of July 9, 2026 exceeds this threshold and is awaiting Nasdaq’s formal compliance determination.

What is the timing for the remaining Series B Preferred Stock issuance at DNA X, Inc.?

The company expects to consummate the sale and issuance of the remaining 416,667 Series B Preferred shares subscribed under the Purchase Agreement on or prior to August 14, 2026. These anticipated proceeds are excluded from the current pro forma equity table.

What does DNA X, Inc.’s pro forma stockholders’ equity table show for 2026?

The table presents unaudited stockholders’ equity in thousands: a deficit of $983 thousand for Q1 2026, an estimated deficit of $1,550 thousand for Q2 2026, and an estimated positive $3,798 thousand as of July 9, 2026 after financing and related adjustments.

What cautionary language does DNA X, Inc. include about forward-looking statements?

The company notes that statements about the Transaction’s benefits, timing, and use of proceeds are forward-looking and subject to risks and uncertainties. It references Risk Factors in its April 15, 2026 Form 10-K and disclaims any obligation to update such statements except as required by law.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

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 (the “Original 8-K”). This Form 8-K/A is being filed for the purpose of updating the disclosure under Items 3.02, 3.03 and 5.03 of the Original 8-K and providing additional information relating to the Transaction under Item 8.01 hereof.

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 8, 2026, the Company sold and issued an aggregate of 929,864 shares of Series B Preferred Stock in exchange for cash proceeds of $2.5 million and the cancellation of $3.1 million of the outstanding balance under the convertible promissory note. The Company expects to consummate the sale and issuance of the remaining 416,667 shares subscribed for under the Purchase Agreement on or prior to August 14, 2026.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth below in Item 5.03 regarding the filing of the Certificate of Designation is incorporated into this Item 3.03 by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on July 6, 2026.

 

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, 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 minimum stockholders’ 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 (but excluding any proceeds from the anticipated second closing under the Purchase Agreement). 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            
             
Stockholders’ Equity  Q1 2026   Q2 2026   July 9th 
   (actual)   (est.)   (est.) 
             
Net income (loss)   6,340    (1,530)   (147)
                
Beginning Stockholders’ Equity   (7,955)   (983)   (1,550)
Adjustments               
Financing             2,446 
Note Conversion             3,049 
Reclass redeemable shares to equity        963      
Remeasurement of stock redemption value   328           
Add back for Stock-based Compensation   304           
Ending Stockholders’ Equity  $(983)  $(1,550)  $3,798 

 

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: July 9, 2026 By: /s/ Clayton Crolius
  Name:  Clayton Crolius
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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