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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): May 20, 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)
(661)
618-7580
(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
2.02. Results of Operations and Financial Condition.
On
May 20, 2026, DNA X, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter
ended March 31, 2026 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release |
| |
|
|
| 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:
May 20, 2026 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
DNA
X, Inc. Reports First Quarter 2026 Financial Results
| ● | Closed
sale of the Company’s mobile device assets to NEXA in January 2026 |
| ● | Completed
the transfer of the operations of the phone and hotspot business to NEXA |
| ● | Focused
on enhancing the DNA X trading platform to prepare the platform for its initial growth phase |
San
Diego, California—(Newsfile Corp. – May 20, 2026) – DNA X, Inc. (Nasdaq: SONM), a provider of cryptocurrency trading
services, today announced its financial results for the first quarter ended March 31, 2026.
The
company operates the DNA X AI trading platform business, and expects to launch an enhanced version to the public later this year. The
platform is designed to harness advanced AI and machine learning technologies to automate intelligent trading strategies, enabling clients
to capitalize on data-driven insights and dynamic opportunities.
The
Company completed the sale of its mobile device design and manufacturing business to NEXA Mobility, a private company in the hardware
space on January 23, 2026. The purchase price of the assets was $15 million less a working capital adjustment of $1.5 million, with $12.0
million being paid immediately and the remaining cash of $1.5 million, less any agreed upon claims, to be paid in October 2026. The company
used the proceeds to repay debt and other obligations. The remaining cash will be used to support the DNA X AI trading business.
On
January 23, 2026, the Company successfully rebranded itself as DNA X, Inc., from Sonim Technologies Inc. The stock ticker on Nasdaq remains
SONM and our primary corporate offices remain in San Diego.
The
asset sale resulted in $6.3 million in net income for the first quarter of 2026, net of taxes, transaction fees, and severance costs.
“Having
successfully completed a strategic exit from our legacy business, management has made a deterministic decision to reallocate our resources
into the high-growth, high-margin decentralized AI and crypto trading sectors,” said Mike Mulica, acting Chief Executive Officer.
“This pivotal transition marks the beginning of our value build phase, positioning DNA X to deliver sustainable, long-term value
for our shareholders through AI and crypto trading innovation.”
First
Quarter 2026 Financial Highlights:
| ● | Revenue:
There was no revenue from continuing operations because revenue from our phone and hotspot
operations was included in discontinued operations. Our AI platform activities are accounted
for as an investment and are reflected as other income. |
| ● | General
& Administrative Expenses: First-quarter general and administrative expenses from
continuing operations were $3.6 million and included one time severance costs of $1.5 million
and $0.9 million in professional services for our annual audit and tax services. We expect
general & administrative expenses to be much lower in the next few quarters because we
have downsized the organization and we have completed our annual audit. |
| ● | Cash
Position: We ended the quarter with $1.2 million in cash from continuing operations.
On May 20, 2026 we entered into an agreement to raise an additional $1.8 million in cash
by issuing new debt. This cash will be used for working capital purposes and to support and
grow the DNA X AI and crypto trading business. |
About
DNA X, Inc. DNA X operates an advanced artificial intelligence platform that automates complex workflows and decision-making using
state-of-the-art AI models. For more information, visit https://ir.dna-x.global.
Media
and Investor Relations Contact: Clay Crolius, DNA X, Inc. clay@dnax.global.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
in this press release that do not relate to matters of historical fact are forward-looking statements, including, without limitation,
statements regarding the Company’s strategic transformation, the expected growth, performance and market opportunities of the DNA
X trading platform, anticipated use of proceeds from the sale of the Company’s mobile device design and manufacturing business,
and the Company’s future operations and financial performance.
These
forward-looking statements are based on the Company’s current expectations and assumptions and are subject to a number of risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks
and uncertainties include, but are not limited to: risks related to the Company’s ability to successfully integrate and operate
the DNA X trading platform and achieve anticipated growth; the early-stage nature of the Company’s current business and the volatility
of the cryptocurrency markets; the Company’s recent disposition of its mobile device design and manufacturing business; the Company’s
ability to obtain or maintain sufficient liquidity to execute its business plan; potential delays or challenges in executing its strategic
plans; general economic, market and industry conditions; and the Company’s ability to maintain compliance with Nasdaq listing requirements.
Additional
information regarding these and other risks and uncertainties is included in the Company’s filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company cautions
you not to place undue reliance on forward-looking statements, which speak only as of the date of this press release, and undertakes
no obligation to update such statements, except as required by law.
DNA
X, INC.
CONSOLIDATED
BALANCE SHEETS
(IN
THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
| | |
March
31, 2026 | | |
December
31, 2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,195 | | |
$ | 1,303 | |
| Receivable for cash held back from the asset
sale | |
| 1,500 | | |
| — | |
| Prepaid expenses and other current assets | |
| 608 | | |
| 676 | |
| Current
assets held for sale | |
| — | | |
| 26,930 | |
| Total Current assets | |
| 3,303 | | |
| 28,909 | |
| Investment in DNA X LLC under equity method | |
| 1,290 | | |
| 1,242 | |
| Deferred tax assets | |
| — | | |
| 1,441 | |
| Other assets | |
| 245 | | |
| 274 | |
| Non-current
assets held for sale | |
| — | | |
| 12,032 | |
| Total
assets | |
$ | 4,838 | | |
$ | 43,898 | |
| Liabilities and stockholders’ deficit | |
| | | |
| | |
| Accounts payable | |
| 719 | | |
| 4,030 | |
| Accrued liabilities | |
| 1,576 | | |
| 704 | |
| Promissory note, net from related party | |
| 1,072 | | |
| 1,035 | |
| Promissory notes, net | |
| — | | |
| 4,030 | |
| Derivative liability | |
| 398 | | |
| 171 | |
| Income tax payable | |
| 556 | | |
| 2,598 | |
| Current
liabilities held for sale | |
| — | | |
| 38,057 | |
| Total current liabilities | |
| 4,321 | | |
| 50,625 | |
| Deferred tax liability | |
| 600 | | |
| — | |
| Total
liabilities | |
| 4,921 | | |
| 50,625 | |
| Commitments and contingencies | |
| — | | |
| — | |
| Redeemable common stock; $0.001 par value;
223,201 shares issued and outstanding; redemption value $900 at March 31, 2026 and $1,228 as of December 31, 2025 (Note 6) | |
| 900 | | |
| 1,228 | |
| Stockholders’ deficit | |
| | | |
| | |
| Common stock, $0.001 par value per share;
1,000,000,000 shares authorized: and 1,265,067 shares issued and outstanding at both March 31, 2026 and December 31, 2025* | |
| 1 | | |
| 1 | |
| Preferred stock, $0.001 par value per share,
5,000,000 shares authorized: and no shares issued and outstanding at March 31, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Additional paid-in capital* | |
| 296,613 | | |
| 296,309 | |
| Accumulated deficit | |
| (297,597 | ) | |
| (304,265 | ) |
| Total
stockholders’ deficit | |
| (983 | ) | |
| (7,955 | ) |
| Total
liabilities, redeemable common stock, and stockholders’ deficit | |
$ | 4,838 | | |
$ | 43,898 | |
| * |
Adjusted retroactively to
reflect the 1-for-18 reverse stock split that became effective on October 28, 2025. |
DNA
X, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(IN
THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
| | |
Three
Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Continuing operations: | |
| | | |
| | |
| Net revenues | |
$ | — | | |
$ | — | |
| Operating expenses | |
| | | |
| | |
| General
and administrative | |
| 3,618 | | |
| 870 | |
| Total
operating expenses | |
| 3,618 | | |
| 870 | |
| Net loss from operations | |
| (3,618 | ) | |
| (870 | ) |
| Interest expense, net | |
| (131 | ) | |
| (91 | ) |
| Loss on remeasurement of derivative liability | |
| (227 | ) | |
| — | |
| Equity income from
DNA X LLC | |
| 48 | | |
| — | |
| Net loss from continuing operations before
income taxes | |
| (3,928 | ) | |
| (961 | ) |
| Income tax expense
from continuing operations | |
| — | | |
| — | |
| Net loss from continuing
operations | |
| (3,928 | ) | |
| (961 | ) |
| Discontinued Operations: | |
| | | |
| | |
| Income from discontinued
operations, net of tax | |
| 10,268 | | |
| 1,419 | |
| Net income | |
$ | 6,340 | | |
$ | 458 | |
| Net earnings (loss) per share basic and
diluted: | |
| | | |
| | |
| Continuing
operations* | |
| (3.11 | ) | |
| (2.96 | ) |
| Discontinued
operations* | |
| 8.12 | | |
| 4.37 | |
| Net
income* | |
$ | 5.01 | | |
$ | 1.41 | |
| Weighted-average shares used in computing
net loss per share: | |
| | | |
| | |
| Basic
and diluted* | |
| 1,265,067 | | |
| 324,431 | |
* |
Adjusted
retroactively to reflect the 1-for-18 reverse stock split that became effective on October
28, 2025. |
