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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): February 9, 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, 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. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment
of Acting CEO
Effective
February 9, 2026, Mike Mulica, executive chairman of DNA X, Inc. (formerly, Sonim Technologies, Inc.), a Delaware corporation (the “Company”),
was appointed as the Company’s acting chief executive officer and, accordingly, was designated as the Company’s principal
executive officer.
Mr.
Mulica, 62, has held various roles at the Company since April 2021, most recently as its executive chairman as of October 16, 2025. Biographical
information for Mr. Mulica can be found on page 13 of the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on June 18, 2025, and is incorporated herein by reference.
There
are no arrangements or understandings between Mr. Mulica and any other person pursuant to which he was appointed. Mr. Mulica does not
have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company
to become a director or executive officer, and there are no transactions in which Mr. Mulica has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
CEO
Employment Agreement
In
connection with his appointment as acting chief executive officer, the Company, following the approval of the compensation committee
of the Company’s board of directors, (i) increased Mr. Mulica’s annual base salary to $450,000, effective January 30, 2026;
(ii) granted 50,000 restricted stock units (“RSUs”) vesting in equal monthly installments over a one-year period,
subject to continued service; and (iii) agreed that, following a termination of employment, if Mr. Mulica is eligible for and timely
elects continuation coverage under COBRA, the Company will reimburse COBRA premiums for up to twelve (12) months, subject to customary
early-termination conditions (including eligibility for substantially similar coverage from another source), as set forth in the first
amendment to Mr. Mulica’s employment agreement (the “CEO Amendment”).
CFO
Employment Agreement
On
February 9, 2026, the Company and Clay Crolius, the Company’s Chief Financial Officer, entered into a second amendment to Mr. Crolius’s
employment agreement, dated December 8, 2023 (the “CFO Amendment”). The CFO Amendment, among other things, provides:
(i) that the completion of the Company’s previously announced asset sale on January 23, 2026 constitutes a triggering event under
Mr. Crolius’s employment agreement; (ii) for a grant of 35,000 RSUs, vesting in equal monthly installments over a one-year period,
subject to continued service; and (iii) that, following a termination of employment, if Mr. Crolius is eligible for and timely elects
continuation coverage under COBRA, the Company will reimburse COBRA premiums for up to six (6) months, subject to customary early-termination
conditions (including eligibility for substantially similar coverage from another source).
The
foregoing descriptions of the CEO Amendment and the CFO Amendment do not purport to be complete and are qualified in their entirety by
reference to the full text of the CEO Amendment and the CFO Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto,
respectively, and incorporated by reference herein.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
First Amendment to Employment Agreement of Mike Mulica, dated as of February 9, 2026 |
| |
|
|
| 10.2 |
|
Second Amendment to Employment Agreement of Clay Crolius, dated as of February 9, 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:
February 10, 2026 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
