false
0001178697
0001178697
2026-04-27
2026-04-27
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): April 27, 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
4.01 Changes in Registrant’s Certifying Accountant.
Dismissal
of Independent Registered Public Accounting Firm
On
April 27, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of DNA X, Inc. (the “Company”)
dismissed Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm.
Baker
Tilly’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and
December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the report for the fiscal year ended December 31, 2025 included a statement relating
to substantial doubt about the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through
the date of this report, (i) there were no “disagreements” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation
S-K and the instructions related thereto) between the Company and Baker Tilly on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Baker Tilly’s satisfaction, would
have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with their reports; and (ii)
there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K), except for the material
weakness in the Company’s internal control over financial reporting related to a lack of personnel with sufficient technical accounting
expertise to appropriately analyze and account for complex, non-routine transactions, including business acquisitions, as reported in
Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The material weakness
has not yet been remediated. The Audit Committee discussed the reportable event described above with Baker Tilly, and the Company has
authorized Baker Tilly to respond fully to the inquiries of the Company’s successor independent registered public accounting firm
concerning this reportable event.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company furnished Baker Tilly with a copy of this Current Report on Form 8-K and
requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether Baker Tilly agrees with the statements
of the Company herein and, if not, stating the respects in which it does not agree. Baker Tilly furnished the requested letter, stating
its agreement with such statements, and a copy of such letter is filed herewith as Exhibit 16.1.
Engagement
of New Independent Registered Public Accounting Firm
On
April 27, 2026, the Audit Committee approved the engagement of TAAD LLP (“TAAD”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2026. During the Company’s two most recent fiscal years and the
subsequent interim period through the date of this report prior to the engagement of TAAD, neither the Company nor anyone on its behalf
consulted TAAD regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice
was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (within the meaning
set forth in Item 304(a)(1)(iv) of Regulation S-K and the instructions related thereto) or a “reportable event” (within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 16.1 |
|
Letter from Baker Tilly US, LLP dated April 30, 2026 |
| 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:
April 30, 2026 |
By:
|
/s/
Clayton Crolius |
| |
Name:
|
Clayton Crolius
|
| |
Title: |
Chief Financial Officer |
