How large was the share issuance relative to DNA X, Inc.’s outstanding stock?

The acquisition price of 223,201 common shares represented 19.99% of DNA X, Inc.’s outstanding common stock at the time of issuance. The filing explicitly uses this percentage to describe the size of the equity consideration paid to acquire all membership interests in DNA X LLC.

DNA X (NASDAQ: SONM) revises view of DNA X LLC acquisition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

DNA X, Inc. filed an amended current report to clarify the accounting treatment of its acquisition of DNA X LLC. The company had purchased 100% of the membership interests in DNA X LLC for 223,201 shares of its common stock, representing 19.99% of its outstanding common shares at issuance.

After a detailed financial analysis, DNA X determined that this transaction does not involve a “significant amount of assets” for purposes of Item 2.01 of the Exchange Act rules. As a result, the company concluded the transaction did not trigger Item 2.01 disclosure and will not provide the financial statements or pro forma financial information that were referenced in its earlier report.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/02/2026 - 07:25 AM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did DNA X, Inc. change in its amended 8-K/A filing for SONM?

DNA X, Inc. updated its earlier disclosure to state that acquiring DNA X LLC does not involve a “significant amount of assets” under Item 2.01. This change means the deal no longer requires Item 2.01 treatment or related financial and pro forma disclosures in the amended report.

What was the consideration paid by DNA X, Inc. for the DNA X LLC acquisition?

DNA X, Inc. acquired 100% of the membership interests in DNA X LLC for 223,201 shares of its common stock. The filing notes this share consideration represented 19.99% of the company’s outstanding common stock as of the issuance date, highlighting the equity-based nature of the purchase price.

Why does DNA X, Inc. say the DNA X LLC deal is not a significant asset acquisition?

After a detailed financial analysis, DNA X, Inc. determined the DNA X LLC transaction does not involve a “significant amount of assets” for Item 2.01 purposes. This conclusion reclassifies the deal so it is not treated as a significant asset acquisition under the applicable SEC disclosure standard.

Will DNA X, Inc. provide financial statements for DNA X LLC after this amendment?

The company states it is not required to disclose and will not provide financial statements or pro forma financial information for the DNA X LLC transaction. This follows its determination that the acquisition does not meet the “significant amount of assets” threshold under Item 2.01 reporting rules.

Does the 8-K/A amendment change any other parts of DNA X, Inc.’s original report?

The amendment explains it is filed to revise Item 2.01 and Item 9.01 only. It specifically notes that, except for these revisions, no other information from the original report is amended, modified, or updated, and the amendment speaks only as of its own date.

Filing Exhibits & Attachments

4 documents