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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 15, 2025
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, including Zip Code)
(650)
378-8100
(Registrant’s
telephone number, including area code)
Not
applicable
(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
|
| |
|
|
|
(Nasdaq
Capital Market) |
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
As
previously reported by DNA X, Inc. (formerly Sonim Technologies, Inc.) (the “Company”) in a Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission on December 18, 2025 (the “Original Report”), on December
15, 2025 the Company entered into a membership interest purchase agreement with DNA Holdings Venture, Inc., pursuant to which the Company
purchased 100% of the membership interests in DNA X LLC, a Delaware limited liability company, for an aggregate purchase price of 223,201
shares of the Company’s common stock, representing 19.99% of the outstanding shares of the Company’s common stock as of the
date of issuance (the “Transaction”). The contents of the Original Report are incorporated by reference herein.
This
Amendment No. 1 to the Original Report is filed to revise Item 2.01 and Item 9.01 to reflect the Company’s determination that the
Transaction does not involve the acquisition of a “significant amount of assets” for purposes of Item 2.01 of Form 8-K.
Except
as expressly set forth herein, this Amendment No. 1 does not amend, modify, or update any other information contained in the Original
Report, and this Amendment No. 1 speaks as of the date hereof.
Item 2.01 Completion of Acquisition or Disposition of Assets.
After
performing a detailed financial analysis of the Transaction, the Company has determined that the Transaction does not involve the acquisition
of a “significant amount of assets” for purposes of Item 2.01 of Form 8-K. Accordingly, the Transaction did not trigger disclosure
under Item 2.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
As
referenced in Item 2.01 above, the Transaction does not involve the acquisition of a “significant amount of assets” for purposes
of Item 2.01 of Form 8-K. Accordingly, the Company is not required to disclose, and will not provide, the financial statements or pro
forma financial information in connection with the Transaction as set forth in the Original Report.
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:
March 2, 2026 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
