DNA X, Inc. 8-K/A

What Happened
DNA X, Inc. (SONM) filed an 8-K/A disclosing that on July 8, 2026 it sold and issued 929,864 shares of Series B Preferred Stock in exchange for $2.5 million in cash and cancellation of $3.1 million of a convertible promissory note. The company filed a Certificate of Designation with the Delaware Secretary of State on July 6, 2026, establishing the rights of the new Series B shares. DNA X expects to complete a second closing for the remaining 416,667 shares subscribed under the Purchase Agreement on or before August 14, 2026.

Key Details

• July 8, 2026: Issued 929,864 Series B Preferred shares for $2.5M cash and cancellation of $3.1M debt.
• Certificate of Designation for the Series B Preferred filed July 6, 2026 (Delaware).
• Pro forma stockholders’ equity (unaudited, in thousands) estimated at $3,798 as of July 9, 2026, after reflecting financing, note conversion and reclassifications.
• Pro forma adjustments (in $ thousands): Financing $2,446; Note conversion $3,049; Reclassify redeemable shares to equity $963; Remeasurement $328; Add back stock-based comp $304. Figures exclude proceeds from the anticipated second closing and are management estimates.

Why It Matters
The transaction and related corporate actions increased the company’s pro forma stockholders’ equity to about $3.8 million, which the company believes exceeds the $2.5 million minimum required for continued listing on The Nasdaq Capital Market. Nasdaq’s formal determination is still pending. For investors, this filing signals a capital-raising and balance-sheet improvement that the company says should address Nasdaq’s minimum equity requirement; however, the pro forma figures are unaudited estimates and exclude the expected second closing.