DNA X, Inc. 8-K

What Happened
DNA X, Inc. (SONM) announced a financing and a Nasdaq delisting matter. On May 20, 2026 the company entered a Securities Purchase Agreement with DNA Holdings Venture, Inc., and on May 26, 2026 issued a $3,052,787.68 convertible promissory note (the Note). The purchase price was $1,800,000 in cash plus surrender of a prior $1,200,000 convertible note (including $52,787.68 accrued interest). Separately, on May 22, 2026 Nasdaq notified the company of a delisting determination after the company reported a stockholders’ deficit of $983,000 for the quarter ended March 31, 2026; DNA X intends to request a hearing to appeal and seek a stay of delisting.

Key Details

• Note principal: $3,052,787.68; closing/issuance date May 26, 2026.
• Consideration: $1,800,000 cash + surrender of prior Dec 15, 2025 $1,200,000 note (incl. $52,787.68 interest).
• Note terms: matures Dec 31, 2026; interest rate 10% per annum; convertible into common stock at $6.00/share (initial), subject to stockholder approval and adjustment provisions (including 80% of market price during an Event of Default).
• Security: first-priority lien on the Company’s membership interests in wholly owned subsidiary DNA X, LLC (and related proceeds).
• Corporate action: concurrently amended the Membership Interest Purchase Agreement to terminate a put option as a condition to the financing.
• Nasdaq timeline: delisting notice received May 22, 2026; company must request a hearing by May 29, 2026 to avoid suspension scheduled for June 2, 2026; company plans to request a hearing which stays suspension pending the Panel’s decision.

Why It Matters
This 8-K shows the company secured near-term liquidity through a secured convertible note, but the financing is short-term (matures Dec 31, 2026) and convertible only with stockholder approval. The Note is secured by the company’s subsidiary membership interests, which is meaningful collateral. At the same time, Nasdaq’s delisting determination—driven by a reported stockholders’ deficit—creates material listing risk. For investors, the combination of a secured short-term financing and an active delisting appeal are key events that could affect share liquidity, potential dilution if conversion is approved, and the company’s ability to raise further capital.