DNA X switches auditor amid going concern note

DNA X, Inc. filed an 8-K announcing that its Audit Committee dismissed Baker Tilly US, LLP as independent registered public accounting firm and approved the engagement of TAAD LLP for the fiscal year ending December 31, 2026.

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

DNA X, Inc. filed an 8-K announcing that its Audit Committee dismissed Baker Tilly US, LLP as independent registered public accounting firm and approved the engagement of TAAD LLP for the fiscal year ending December 31, 2026.

Baker Tilly’s reports on the 2024 and 2025 financial statements were generally unqualified but the 2025 report included a statement raising substantial doubt about the company’s ability to continue as a going concern. The company also disclosed a continuing material weakness in internal control over financial reporting related to insufficient technical accounting expertise for complex, non-routine transactions, which has not yet been remediated.

The company reported no disagreements with Baker Tilly on accounting, disclosure, or audit scope, and no other reportable events beyond the previously disclosed material weakness. Baker Tilly provided a letter to the SEC agreeing with the company’s description of these matters, filed as Exhibit 16.1.

Positive

None.

Negative

Going concern uncertainty: The 2025 audit report from Baker Tilly included a statement expressing substantial doubt about DNA X, Inc.’s ability to continue as a going concern.
Unremediated material weakness: The company reports a continuing material weakness in internal control over financial reporting due to insufficient technical accounting expertise for complex, non-routine transactions.

Insights

Auditor change occurs against a backdrop of going concern and unresolved control weakness.

DNA X, Inc. replaced Baker Tilly US, LLP with TAAD LLP as its independent auditor for the year ending December 31, 2026. Baker Tilly’s 2025 report contained a going concern statement, signaling substantial doubt about the company’s ability to continue operating without additional support or improvement.

The company also highlights a material weakness in internal control over financial reporting tied to limited technical accounting expertise for complex, non-routine transactions, including acquisitions. This weakness, disclosed in the 2025 Form 10-K, remains unremediated, indicating elevated risk around complex accounting judgments.

The filing notes no disagreements with Baker Tilly on accounting principles, disclosure, or audit scope, and no reportable events beyond the known material weakness. Baker Tilly’s letter, filed as Exhibit 16.1, states its agreement with the company’s description, which helps confirm that the change in auditor is not attributed to disclosed disputes over prior financial reporting.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Dismissal date of prior auditor: April 27, 2026 Engagement date of new auditor: April 27, 2026 Fiscal years audited by Baker Tilly: 2024 and 2025 +3 more

6 metrics

Dismissal date of prior auditor April 27, 2026 Audit Committee dismissed Baker Tilly as independent auditor

Engagement date of new auditor April 27, 2026 Audit Committee approved engagement of TAAD LLP

Fiscal years audited by Baker Tilly 2024 and 2025 Baker Tilly issued reports on consolidated financial statements

Going concern year 2025 Audit report included substantial doubt about going concern

Future audit period for TAAD Year ending December 31, 2026 TAAD engaged as independent auditor for this fiscal year

Exhibit 16.1 date April 30, 2026 Baker Tilly letter agreeing with company statements

Key Terms

going concern, material weakness, internal control over financial reporting, independent registered public accounting firm, +2 more

6 terms

going concern financial

"included a statement relating to substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weakness financial

"except for the material weakness in the Company’s internal control over financial reporting related to a lack of personnel"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"material weakness in the Company’s internal control over financial reporting related to a lack of personnel"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

independent registered public accounting firm financial

"dismissed Baker Tilly US, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Audit Committee financial

"the Audit Committee of the Board of Directors ... dismissed Baker Tilly US, LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did DNA X, Inc. (SONM) disclose in this 8-K?

DNA X, Inc. disclosed that its Audit Committee dismissed Baker Tilly US, LLP as its independent registered public accounting firm and approved the engagement of TAAD LLP to audit the company’s financial statements for the fiscal year ending December 31, 2026.

Did Baker Tilly’s prior audits of DNA X, Inc. (SONM) include a going concern warning?

Yes. Baker Tilly’s audit report on DNA X, Inc.’s consolidated financial statements for the year ended December 31, 2025 included a statement raising substantial doubt about the company’s ability to continue as a going concern, highlighting significant uncertainty about its future operations.

Were there any disagreements between DNA X, Inc. (SONM) and Baker Tilly?

The company states there were no disagreements with Baker Tilly on accounting principles, financial statement disclosure, or auditing scope that would have required mention in the auditor’s reports during 2024, 2025, or the subsequent interim period through the 8-K filing date.

What material weakness in controls does DNA X, Inc. (SONM) report?

DNA X, Inc. reports a material weakness in internal control over financial reporting related to a lack of personnel with sufficient technical accounting expertise to analyze and account for complex, non-routine transactions, including business acquisitions, and notes that this weakness has not yet been remediated.

How did Baker Tilly respond to DNA X, Inc.’s description of the auditor change?

Baker Tilly received a copy of the disclosure and provided a letter addressed to the SEC stating it agreed with DNA X, Inc.’s statements. This letter is included as Exhibit 16.1 to the report, confirming the firm’s concurrence with the company’s description.

Did DNA X, Inc. (SONM) consult TAAD LLP before appointing it auditor?

The company reports that, during the past two fiscal years and the subsequent interim period before TAAD’s engagement, neither DNA X, Inc. nor anyone on its behalf consulted TAAD on specific accounting applications, potential audit opinions, disagreements, or reportable events regarding its financial statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 04:05 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

DNA X switches auditor amid going concern note