DNA X (NASDAQ: SONM) terminates $500M Chardan equity facility

Rhea-AI Filing Summary

DNA X, Inc. terminated its financing arrangements with Chardan Capital Markets LLC that had allowed Chardan to purchase up to $500 million of DNA X common stock. These arrangements consisted of a ChEF Purchase Agreement and a related Registration Rights Agreement.

The termination was effected by letter agreement and became effective as of 5:00 p.m. New York City time on May 28, 2026. These agreements had previously given Chardan the ability to buy shares over time and required DNA X to register those shares for resale.

Insights

Capital markets analyst

DNA X has ended a large standby equity facility with Chardan.

DNA X, Inc. previously had a ChEF Purchase Agreement under which Chardan Capital Markets LLC committed to buy up to $500 million of common stock, with a companion Registration Rights Agreement covering resales. On May 29, 2026 they agreed to terminate both.

The termination became effective as of 5:00 p.m. New York City time on May 28, 2026. This removes a previously available equity funding mechanism and associated resale registration rights; actual impact depends on DNA X’s alternative capital sources and funding needs disclosed in future filings.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ChEF equity commitment: $500 million Termination effective time: 5:00 p.m. Effective date of termination: May 28, 2026 +1 more

4 metrics

ChEF equity commitment $500 million Maximum common stock purchase commitment under ChEF Purchase Agreement

Termination effective time 5:00 p.m. Effective time in New York City on May 28, 2026

Effective date of termination May 28, 2026 Termination date of ChEF and Registration Rights Agreements

Letter agreement date May 29, 2026 Date DNA X and Chardan entered termination letter agreement

Key Terms

ChEF Purchase Agreement, Registration Rights Agreement, emerging growth company

3 terms

ChEF Purchase Agreement financial

"entered into a ChEF Purchase Agreement (the “ChEF Agreement”) pursuant to which Chardan committed"

Registration Rights Agreement regulatory

"and a Registration Rights Agreement (the “Registration Rights Agreement”) providing Chardan with certain registration rights"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

false 0001178697 0001178697 2026-05-29 2026-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 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. ☐

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on September 29, 2025, DNA X, Inc. (the “Company”) and Chardan Capital Markets LLC (“Chardan”) entered into a ChEF Purchase Agreement (the “ChEF Agreement”) pursuant to which Chardan committed to purchase, subject to certain limitations and conditions set forth in the ChEF Agreement, up to $500 million of shares of the Company’s common stock, par value $0.001 per share, and a Registration Rights Agreement (the “Registration Rights Agreement”) providing Chardan with certain registration rights with respect the shares of common stock purchasable under the ChEF Agreement.

On May 29, 2026, the Company and Chardan entered into a letter agreement pursuant to which they agreed, among other things, to terminate, effective as of 5:00 p.m., New York City time, on May 28, 2026, the ChEF Agreement and Registration Rights Agreement.

The foregoing descriptions of the ChEF Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which were filed as Exhibits 10.1 and 10.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	June 4, 2026	By:	/s/ Clayton Crolius
		Name:	Clayton Crolius
		Title:	Chief Financial Officer

FAQ

What financing agreement did DNA X, Inc. (SONM) terminate with Chardan?

DNA X terminated its ChEF Purchase Agreement with Chardan Capital Markets LLC. This agreement had allowed Chardan to buy DNA X common stock over time, subject to conditions, as part of a committed equity financing facility.

How large was the ChEF equity commitment for DNA X, Inc. (SONM)?

The ChEF Purchase Agreement gave Chardan a commitment to purchase up to $500 million of DNA X common stock. This represented a potential ongoing funding source, though the filing does not describe any draw history or usage details.

When did the termination of DNA X’s ChEF Agreement become effective?

The termination became effective as of 5:00 p.m., New York City time, on May 28, 2026. A letter agreement dated May 29, 2026 memorialized this termination of both the ChEF Purchase Agreement and the related Registration Rights Agreement.

What other contract did DNA X, Inc. (SONM) end alongside the ChEF Agreement?

DNA X also terminated its Registration Rights Agreement with Chardan. That agreement had provided registration rights for the shares of common stock purchasable under the ChEF Purchase Agreement, facilitating potential resales by Chardan in the public market.

Does the filing explain prior use of the $500 million ChEF facility by DNA X (SONM)?

The filing describes the size and termination of the ChEF facility but does not discuss prior draw amounts or issuance history. It focuses on stating that the ChEF Purchase Agreement and Registration Rights Agreement have been terminated by mutual letter agreement.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB