Form 8-K

8-K — DNA X, Inc.

Accession: 0001493152-26-024639

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001178697

SIC: 3661 (TELEPHONE & TELEGRAPH APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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0001178697

2026-05-20

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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)

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

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 ☐

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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.

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*

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

—

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.

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May 20, 2026

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