DNA X, Inc. 8-K

What Happened

• DNA X, Inc. (formerly Sonim Technologies, Inc.) filed an 8-K reporting the closing of an asset sale and related contract changes effective January 23, 2026. The parties executed a second amendment to the Asset Purchase Agreement that replaces the prior escrow with a $1.5 million holdback and shortens the general holdback period to nine months (with release on or prior to the third business day after that period, subject to unresolved claims).
• On the Closing Date the company prepaid two promissory notes (dated February 21, 2025 and July 11, 2025) and paid approximately $5.4 million in aggregate to retire those obligations; the related note purchase agreements were terminated. Also on or about January 23, 2026, the company changed its legal name to DNA X, Inc. (certificate filed with Delaware on Jan 23).

Key Details

• Holdback amount: $1.5 million retained by the buyer at closing to cover post-closing purchase price adjustments and certain indemnity claims.
• Excess shortfall responsibility: if a purchase price adjustment shortfall exceeds the holdback, the company must pay the excess to the buyer.
• Debt payoff: approx. $5.4 million paid to prepay and terminate the February and July notes (each required 110% prepayment).
• Nasdaq compliance: company believes the asset sale restores compliance with Nasdaq’s $2.5M stockholders’ equity requirement, but Nasdaq may or may not concur.

Why It Matters

• Liquidity and balance sheet: paying off ~$5.4M of notes removes near-term debt obligations, while the $1.5M holdback reduces cash received at closing and creates a potential contingent exposure if adjustments exceed the holdback.
• Corporate identity and strategy: the legal name change to DNA X, Inc. signals a rebranding and aligns with forward-looking plans the company disclosed (including commercialization of an on‑chain trading protocol); ticker/trademark availability could affect trading/recognition.
• Listing risk: the company believes it has regained Nasdaq’s stockholders’ equity minimum, but continued compliance will be monitored by Nasdaq and is not guaranteed — potential delisting risk remains if Nasdaq disagrees or future reports show noncompliance.

Keywords: asset sale, acquisition, holdback, debt payoff, name change, Nasdaq compliance, prepayment, DNA X, Inc.