UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check
One): |
☐ Form
10-K ☐ Form 20-F ☐ Form 11-K |
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☒ Form
10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: June 30, 2026 |
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|
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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|
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For
the Transition Period Ended: ___________________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
DNA
X, Inc.
Full
Name of Registrant
Sonim
Technologies Inc.
Former
Name if Applicable
4445
Eastgate Mall, Suite 200
Address
of Principal Executive Office (Street and Number)
San
Diego, CA 92121
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
DNA
X, Inc. (the “Company”) is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for
the three months ended June 30, 2026 (the “Form 10-Q”) within the prescribed time period. This delay resulted primarily from
accounting for the sale of convertible debt during the period and from the complexities associated with accounting
for variable interest entities under Accounting Standards Codification (“ASC”) Topic 810, Consolidation.
As
reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2026 (the “Termination
Date”), the Company entered into an Amendment No. 1 to Membership Interest Purchase Agreement with DNA Holdings Venture, Inc. (“DNA
Holdings”) that effected the termination of a put option granted to DNA Holdings that afforded DNA Holdings the right to reacquire
from the Company all of the Company’s equity interests in its wholly owned subsidiary DNA X, LLC (the “Put Right Termination”).
As a result of the Put Right Termination, the Company has determined that, as of the Termination Date, DNA X, LLC is fully controlled
and is required under GAAP to be consolidated with the financial statements of the Company.
All
of the foregoing has required additional time to complete the Company’s financial close process for the three months ended June
30, 2026. The Company has been working diligently to complete the presentation of the new transactions and the consolidation of DNA
X, LLC and expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification. |
| Clay
Crolius |
|
(661) |
|
618-7580 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? Yes ☒ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
The
Company anticipates that its results of operations for the three months ended June 30, 2026 will differ significantly from the corresponding
three month period ended June 30, 2025 for the following reasons:
As
discussed above in Part III, the Company is in the process of completing the preparation of its consolidated financial statements for
the three month period ended June 30, 2026. The Company expects to report net loss from continuing operations of approximately $1.0 million
for the three months ended June 30, 2026, compared to net loss from continuing operations of approximately $1.9 million for the three
months ended June 30, 2025. The decrease in net loss was primarily attributable to decreased interest expense resulting from the repayment
of promissory notes that were outstanding during the three months ended June 30, 2025 and an income tax benefit in 2026 due to a change
in tax assumptions.
DNA
X, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
August 14, 2026 |
By: |
/s/
Clay Crolius |
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|
Name:
Clay Crolius |
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|
Title:
Chief Financial Officer |
