DNA X replaces director stock units with cash awards

Q: What compensation decision did DNA X, Inc. (SONM) announce for its directors?

DNA X, Inc. approved cash awards called Substitute Cash Grants for all board members, including the CEO, on August 21, 2026. These cash awards replace RSU grants that could not be made because shares were unavailable under the 2019 Equity Incentive Plan.

Q: Why is DNA X, Inc. (SONM) using cash awards instead of RSUs for directors?

The company stated that shares of common stock are unavailable under its 2019 Equity Incentive Plan. As a result, it is granting Substitute Cash Grants in lieu of RSUs to mirror the structure of its existing non-employee director compensation policy.

Q: How are the Substitute Cash Grants at DNA X, Inc. (SONM) calculated?

Each Substitute Cash Grant will equal the fair market value of DNA X, Inc.’s common stock underlying the Phantom RSUs at the time of the vesting event. The amount therefore depends on the stock’s fair market value when each vesting event occurs.

Q: Who at DNA X, Inc. (SONM) is receiving the Substitute Cash Grants?

The Substitute Cash Grants were approved for all members of the board of directors, including Mike Mulica, who serves as the company’s Chief Executive Officer.

DNA X, Inc. (SONM) disclosed that on August 21, 2026, the compensation committee of its board of directors approved a cash award program ("Substitute Cash Grants") for all board members, including Chief Executive Officer Mike Mulica.

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Form Type

8-K

Rhea-AI Filing Summary

DNA X, Inc. (SONM) disclosed that on August 21, 2026, the compensation committee of its board of directors approved a cash award program ("Substitute Cash Grants") for all board members, including Chief Executive Officer Mike Mulica. These cash awards are being made in lieu of restricted stock units (RSUs) under the company’s 2019 Equity Incentive Plan because no shares remain available under that plan.

The Substitute Cash Grants are structured to closely replicate the company’s existing non-employee director RSU compensation policy. Each grant will equal the fair market value of the company’s common stock underlying the Phantom RSUs at the time of the applicable vesting event and will be paid in cash at that vesting event rather than in stock.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Approval date of Substitute Cash Grants: August 21, 2026 Equity plan year: 2019 Report signature date: August 27, 2026

3 metrics

Approval date of Substitute Cash Grants August 21, 2026 Date the compensation committee approved the Substitute Cash Grants

Equity plan year 2019 Year of the Equity Incentive Plan referenced as the EIP

Report signature date August 27, 2026 Date the report was signed by the Chief Financial Officer

Key Terms

Substitute Cash Grant, restricted stock units, 2019 Equity Incentive Plan, fair market value, +1 more

5 terms

Substitute Cash Grant financial

"approved the grant of a cash award (each, a “Substitute Cash Grant”)"

restricted stock units financial

"in lieu of a grant of restricted stock units (“RSUs”) under the Company’s"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2019 Equity Incentive Plan financial

"under the Company’s 2019 Equity Incentive Plan (the “EIP”)"

fair market value financial

"will equal the fair market value of the Company’s common stock"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Phantom RSUs financial

"common stock underlying the Phantom RSUs at the time of the Vesting Event"

FAQ

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

What compensation decision did DNA X, Inc. (SONM) announce for its directors?

DNA X, Inc. approved cash awards called Substitute Cash Grants for all board members, including the CEO, on August 21, 2026. These cash awards replace RSU grants that could not be made because shares were unavailable under the 2019 Equity Incentive Plan.

Why is DNA X, Inc. (SONM) using cash awards instead of RSUs for directors?

The company stated that shares of common stock are unavailable under its 2019 Equity Incentive Plan. As a result, it is granting Substitute Cash Grants in lieu of RSUs to mirror the structure of its existing non-employee director compensation policy.

How are the Substitute Cash Grants at DNA X, Inc. (SONM) calculated?

Each Substitute Cash Grant will equal the fair market value of DNA X, Inc.’s common stock underlying the Phantom RSUs at the time of the vesting event. The amount therefore depends on the stock’s fair market value when each vesting event occurs.

When are the Substitute Cash Grants paid at DNA X, Inc. (SONM)?

The company disclosed that the Substitute Cash Grants will be payable as of the vesting event. This timing is intended to closely replicate RSU vesting under DNA X, Inc.’s current non-employee director compensation policy.

Who at DNA X, Inc. (SONM) is receiving the Substitute Cash Grants?

The Substitute Cash Grants were approved for all members of the board of directors, including Mike Mulica, who serves as the company’s Chief Executive Officer.

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

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Available on EDGAR 08/27/2026 - 07:33 AM EDT Accepted by SEC EDGAR 08/27/2026 - 07:32 AM 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): August 21, 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, California

(Address of Principal Executive Offices)

92121

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (661) 618-7580

(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, $0.001 par value

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2026, the compensation committee of the board of directors (the “Board”) of DNA X, Inc. (the “Company”) approved the grant of a cash award (each, a “Substitute Cash Grant”) to all members of the Board, including Mike Mulica, the Company’s Chief Executive Officer, in lieu of a grant of restricted stock units (“RSUs”) under the Company’s 2019 Equity Incentive Plan (the “EIP”) due to the unavailability of shares of common stock under the EIP. The amount of the Substitute Cash Grant will be determined using the following methodology, which was designed to closely replicate RSU vesting under the Company’s current non-employee director compensation policy:

Assumptions:

(i)

A number of RSUs valued at $60,000, based on the fair market value of the Company’s common stock on August 21, 2026, the date of the Committee meeting (the “Phantom RSUs”), has been granted.

(ii)

The Phantom RSUs will vest upon the earlier of (x) the Company’s 2027 annual meeting of stockholders and (y) a change in control of the Company (the “Vesting Event”).

Calculation:

The Substitute Cash Grant will equal the fair market value of the Company’s common stock underlying the Phantom RSUs at the time of the Vesting Event and will be payable as of the Vesting Event.

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: August 27, 2026	By:	/s/ Clayton Crolius
	Name:	Clayton Crolius
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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