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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): January 30, 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. |
Resignation
of Chief Executive Officer and Director
On
January 30, 2026, Peter Liu, chief executive officer of DNA X, Inc. (formerly, Sonim Technologies, Inc.) a Delaware corporation (the
“Company”), notified the Company’s Board of Directors (the “Board”) that he was resigning
from the office of chief executive officer of the Company and as a director on the Board, effective as of the same date. Mr. Liu’s
resignation did not result from any disagreement with the Company.
As
required by that certain employment agreement by and between Mr. Liu and the Company, dated as of December 8, 2023, as amended by that
certain first amendment to employment agreement, dated April 2, 2025 (as amended, the “Liu Employment Agreement”),
the separation and release agreement entered into by Mr. Liu and the Company (the “Liu Separation and Release Agreement”)
provided for Mr. Liu’s general release of claims against the Company. Additionally, the Liu Separation and Release Agreement provided
that the total cash severance payment owed to Mr. Liu pursuant to the Liu Employment Agreement ($855,000) is now payable in two tranches:
the first payable three days after his execution of the Liu Separation and Release Agreement and the second payable on March 15, 2026.
The Liu Employment Agreement previously provided that the cash severance payment would be paid in one lump sum payment not more than
thirty days following separation.
Resignation
of Chief Commercial Officer
On
February 3, 2026, Charles Becher, chief commercial officer of the Company, notified the Board that he was resigning from the office of
chief commercial officer of the Company, effective as of January 29, 2026.
As
required by that certain employment agreement by and between Mr. Becher and the Company, dated as of August 23, 2022 (the “Becher
Employment Agreement”), the separation and release agreement entered into by Mr. Becher and the Company (the “Becher
Separation and Release Agreement” and, together with the Liu Separation and Release Agreement, the “Separation and
Release Agreements”) provided for Mr. Becher’s general release of claims against the Company. Additionally, the Becher
Separation and Release Agreement provides that the total cash severance payment owed to Mr. Becher pursuant to the Becher Employment
Agreement ($250,000) is now payable in one lump sum payable within thirty days of January 29, 2026. The Becher Employment Agreement previously
provided that the cash severance payment would be paid in equal monthly installments for a period of twelve months following separation.
The
foregoing descriptions of the Separation and Release Agreements do not purport to be complete and are qualified in their entirety by
reference to the full text of the Separation and Release Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto
and incorporated by reference herein.
Director
Appointment
On
January 30, 2026, following Mr. Liu’s resignation from the Board, the Board appointed Scott Walker to serve on the Board as
a director. Mr. Walker will continue as a director until the next annual meeting of stockholders or until his successor has been elected
and qualified, or, if sooner, until his earlier death, resignation or removal. Mr. Walker has not been appointed to any committee
at this time. Mr. Walker has also entered into the Company’s standard indemnification agreement for directors and officers.
Pursuant
to that certain membership interest purchase agreement dated as of December 15, 2025 (the “Membership Interest Purchase Agreement”),
by and between the Company and DNA Holdings Venture, Inc. (“DNA Holdings”), so long as DNA Holdings beneficially owns
at least 5% of the Company, DNA Holdings will have the right to designate one director for election or appointment to the Board, subject
to the oversight of the Company’s nominating and governance committees. Accordingly, Mr. Walker’s appointment is made pursuant
to DNA Holdings’ director designation right under the Membership Interest Purchase Agreement.
As
previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18,
2025 , the Company and DNA Holdings entered into the Membership Interest Purchase Agreement, a securities purchase agreement (the
“Securities Purchase Agreement”) and a convertible promissory note in the original principal amount of $1,200,000.00,
which bears interest at a rate of 10% per annum (the “Note” and, together with the Membership Interest Purchase Agreement
and the Securities Purchase Agreement, the “DNA Agreements”). The description of the DNA Agreements is hereby incorporated
by reference. Mr. Walker is a beneficial owner of DNA Holdings. The terms of the DNA Agreements were negotiated at arm’s length
prior to Mr. Walker’s appointment to the Board. Mr. Walker may be deemed to have an indirect material interest in the DNA Agreements
resulting from his beneficial ownership interest in DNA Holdings.
Mr.
Walker, 64, is an investor and entrepreneur that has invested in or started over a dozen companies. Mr. Walker is co-founder of DNA Holdings,
a digital asset investment and advisory firm. Since April 2024, Mr. Walker has served as the executive chairman of the board and chief
executive officer of DNA Holdings. From 2004 to 2009, Mr. Walker served as chief executive officer of Extrinsic, Inc., a digital content
and online marketing service. Mr. Walker has invested in several cryptocurrency-related projects, including the first-ever initial coin
offering and later investing in Ethereum, Hedera, Casper, and dozens of other cryptocurrencies. Mr. Walker is currently a general partner
at Coral Capital Holdings LLC, A195 Capital, Blockchain.Capital and a limited partner in other funds that have investments in Coinbase,
Kraken, and Gemini. Mr. Walker was appointed to the Board based on his significant leadership experience and his extensive technical
expertise in blockchain technology and cryptocurrencies.
| Item |
9.01 Financial Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Liu Separation and Release Agreement, dated as of January 30, 2026 |
| |
|
|
| 10.2 |
|
Becher Separation and Release Agreement, dated as of February 3, 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 5, 2026 |
By: |
/s/ Clay
Crolius |
| |
Name: |
Clay Crolius |
| |
Title: |
Chief Financial Officer |
