Form 8-K

8-K — DNA X, Inc.

Accession: 0001493152-26-016655

Filed: 2026-04-15

Period: 2026-04-14

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)

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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): April 14, 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)

(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 ☐

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.

April 14, 2026, DNA X, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal

quarter ended December 31, 2025 (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:

April 14, 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 Full Year 2025 Financial Results

● Completed

acquisition of the DNA X cryptocurrency trading platform

● Closed

sale of the Company’s mobile device assets to NEXA in January 2026

● Focused

on enhancing the DNA X trading platform to prepare the platform for its initial growth phase

San

Diego, California—(Newsfile Corp. – April 14, 2026) – DNA X, Inc. (Nasdaq: SONM), a provider of cryptocurrency trading

services, today announced its financial results for the fourth quarter and full year ended December 31, 2025.

The

company purchased the DNA X cryptocurrency trading platform business in December 2025, following the launch of the DNA X.us website in

November 2025 that is now active. The platform is designed to take advantage of movements between pairs of cryptocurrencies and to allow

clients to automate trading strategies that automatically take advantage of converging and diverging pairs of cryptocurrency values.

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 sale allows the Company to focus on the DNA X trading platform and its growth potential. The purchase

price of the assets was $15 million less customary working capital adjustments with $13.5 million being paid immediately and $1.5 million

in cash to be paid in nine months. The company used the proceeds to repay debt and other obligations. The remaining cash will be used

to support the DNA X 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.

January 30, 2026, our Chief Executive Officer and board member resigned and our Executive Chairman became the acting Chief Executive

Officer. A new board member, Scott Walker, a co-founder of DNA Holdings (the company that sold us the DNA X trading platform), was appointed

to the board on January 30, 2026. Scott brings vast expertise in the cryptocurrency trading industry.

“We

have transitioned to an industry that we believe is in its infancy and provides us with great opportunities for growth.” said Mike

Mulica, acting Chief Executive Officer. “We are very excited about the growth opportunity that we see in front of us.”

Fourth

Quarter 2025 Financial Highlights:

● Revenue:

There was no revenue from continuing operations because revenue from our phone and hotspot

operations was included in discontinued operations.

● General

& Administrative Expenses: Fourth-quarter general and administrative expenses for

continuing operations were $1.2 million and were primarily due to legal costs for the acquisition

of the DNA X trading platform, legal costs for the asset sale, and proxy costs for the special

stockholders’ vote for the asset sale.

● Cash

Position: We ended the year with $1.3 million in cash from continuing operations. This

cash plus cash proceeds from the asset sale will be used to support and grow the DNA X trading

business.

2025

Business Highlights: We successfully purchased the DNA X trading platform and we positioned the Company to complete the sale of our

mobile device assets in January 2026. These transitions allowed us to move away from the geo-political risks that drastically raised

the costs to produce our phones and hotspots as we moved our production outside of China, became subject to tariffs, and as supply chain

costs increased. Notable accomplishments include:

● Integrated

the DNA X trading business with our existing infrastructure

● Began

the integration of our phone and hotspot business with the Buyer to achieve a desired sale

price for the asset sale that we completed in January 2026

● Developed

a transition plan to ensure that we have necessary leadership and expertise to manage the

DNA X trading business once the phone and hotspot assets were sold

2026

Outlook: “We expect future growth in revenue, gross margin and profitability as we exit the monitoring and testing phase and

begin marketing our trading platform to the public,” said Clay Crolius, CFO of DNA X. “With product enhancements and an increase

in the number of cryptocurrencies that can be traded, we believe we are uniquely positioned to grow while increasing our margins.”

About

DNA X, Inc. DNA X operates a decentralized finance (DeFi) protocol that automates trading on decentralized exchanges, including recurring

and limit orders. 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

DECEMBER

31, 2025 and 2024

(IN

THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

December 31,

2025

December 31,

2024

Assets

Cash and cash equivalents

$ 1,303

$ 5,343

Prepaid expenses and other current assets

676

—

Current assets held for sale

26,930

26,822

Total Current assets

28,909

32,165

Investment in DNA X, LLC

1,242

—

Deferred tax assets

1,441

Other assets

274

384

Non-current assets held for sale

12,032

7,126

Total assets

$ 43,898

$ 39,739

Liabilities and stockholders’ deficit

Accounts payable

4,030

738

Accrued liabilities

704

250

Promissory notes, net

5,065

—

Derivative liability on convertible note

171

—

Current liabilities held for sale

38,057

42,752

Total current liabilities

48,027

43,740

Income tax payable

2,598

1,699

Total liabilities

50,625

45,439

Commitments and contingencies

—

Redeemable common stock, $0.001 par value; 223,201 shares issued and outstanding; redemption value $1,228

1,228

—

Stockholders’ deficit

Common stock, $0.001 par value per share; 1,000,000,000 shares authorized: and 1,265,067 and 276,881 shares issued and outstanding at December 31, 2025 and 2024, respectively*

—

Preferred stock, $0.001 par value per share, 5,000,000 shares authorized: and no shares issued and outstanding at December 31, 2025 and 2024

—

Additional paid-in capital*

296,309

277,908

Accumulated deficit

(304,265 )

(283,608 )

Total stockholders’ deficit

(7,955 )

(5,700 )

Total liabilities, redeemable common stock, and stockholders’ deficit

$ 43,898

$ 39,739

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

YEARS

ENDED DECEMBER 31, 2025 and 2024

(IN

THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

2025

2024

Continuing operations:

Net revenues

$ —

Cost of revenues

—

Gross profit

—

Operating expenses

General and administrative

5,406

3,100

Other

—

Total operating expenses

5,406

3,100

Net income (loss) from operations

(5,406 )

(3,100 )

Interest expense, net

(1,486 )

(29 )

Loss on extinguishment of debt

(161 )

—

Other income (expense), net

(902 )

246

Net loss from continuing operations before income taxes

(7,955 )

(2,883 )

Income tax expense from continuing operations

—

Net loss from continuing operations

(7,955 )

(2,883 )

Discontinued Operations:

Loss from discontinued operations, net of tax

(12,702 )

(30,765 )

Net loss

$ (20,657 )

$ (33,648 )

Net loss per share basic and diluted:

Continuing operations*

(11.00 )

Discontinued operations*

(17.58 )

(117.37 )

Net loss*

$ (28.58 )

$ (128.37 )

Weighted-average shares used in computing net loss per share:

Basic and diluted*

722,689

262,118

Adjusted

retroactively to reflect the 1-for-18 reverse stock split that became effective on October 28, 2025.

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