As
filed with the Securities and Exchange Commission on June 8, 2026
Registration
No. 333-290589
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DNA
X, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
94-3336783 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification Number) |
4445
Eastgate Mall, Suite 200
San
Diego, CA 92121
(661)
618-7580
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Clay
Crolius
Chief
Financial Officer
DNA
X, Inc.
4445
Eastgate Mall, Suite 200
San
Diego, CA 92121
(661)
618-7580
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
John
Egan
Justin
Anslow
Goodwin
Procter LLP
100
Northern Avenue
Boston,
Massachusetts 02210
(617)
570-1000
Approximate
date of commencement of proposed sale to the public: Not applicable
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act.
☐
DEREGISTRATION
OF SECURITIES
DNA
X, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-290589) (the “Registration Statement”) to deregister any and all securities of
the Registrant registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.
The
Registration Statement pertains to the registration for resale by Chardan Capital Markets, LLC (“Chardan”) of up to
350,000,000 shares of the Registrant’s common stock, par value $0.001 per share, issuable pursuant to a ChEF Purchase Agreement,
dated as of September 29, 2025, by and between the Registrant and Chardan.
Any
and all offerings of the Registrant’s securities pursuant to the Registration Statement have been terminated. Accordingly, the
Registrant hereby terminates the effectiveness of the Registration Statement. In accordance with an undertaking made by the Registrant
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered
that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered
but unsold or otherwise unissued under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on June 8, 2026.
| |
DNA X, INC. |
| |
|
|
| |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title |
Chief
Financial Officer |
No
other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
