UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2330, 2026

DNA X, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38907

94-3336783

(State or other jurisdiction

of 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)

~~Sonim~~Not ~~Technologies, Inc.~~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 ☐

If 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. ☐

~~Introduction~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~Resignation ~~Current Report on Form 8-K is being filed in connection with the completion on January 23, 2026 (the “Closing Date”)~~ of ~~the~~Chief ~~previously~~Executive ~~announced~~Officer ~~sale (the “Asset Sale”) of substantially all of its assets related to the enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet device, software, services,~~ and accessories by DNA X, Inc. (formerly, Sonim Technologies, Inc.), a Delaware corporation (the “Company”), to Pace Car Acquisition LLC, (the “Buyer”), other than (i) liabilities arising in connection with the Company’s golden parachute compensation obligations, (ii) the Company’s cash and cash equivalents, (iii) certain excluded contracts, as further describe in the Asset Purchase Agreement (as defined below), and (iv) the Company’s Indian subsidiary, pursuant to the terms of the Asset Purchase Agreement, dated July 17, 2025, by and among the Company, the Buyer, the Seller Representative named in the Asset Purchase Agreement, and Social Mobile Technology Holdings LLC (“Parent”) for certain specified purposes (as amended or modified, the “Asset Purchase Agreement”).Director

~~Following~~On ~~the~~January ~~receipt~~30, of2026, ~~the~~Peter ~~consideration~~Liu, ~~for~~chief ~~the~~executive ~~sale~~officer of ~~the~~DNA ~~assets~~X, ~~conveyed~~Inc. ~~in the Asset Sale~~ (~~and~~formerly, ~~after~~Sonim ~~giving effect to the purchase price adjustments set forth in the Asset Purchase Agreement)~~Technologies, ~~the Company had approximately $6~~Inc.~~2 million of Post-Closing Cash. The term “Post-Closing Cash” refers to (i~~) ~~the~~a ~~cash~~Delaware ~~consideration~~corporation ~~for the Asset Sale plus~~ (~~ii)~~ the ~~cash~~ “Company”), ~~cash~~notified ~~equivalents, and marketable securities that were retained by~~ the Company’s ~~(and~~Board ~~withheld~~of ~~from~~Directors (the ~~Asset Sale~~“Board”) ~~minus~~that ~~(iii)~~he ~~(A)~~was ~~transaction expenses paid by the Company at the closing~~resigning ~~and~~from ~~(B)~~ the ~~payment~~office of ~~approximately~~chief ~~$5.4~~executive ~~million~~officer of ~~indebtedness.~~the ~~The~~ Company ~~changed~~and ~~its~~as ~~name~~a todirector ~~DNA~~on ~~X, Inc. in connection with~~ the ~~Asset Sale. Following the closing~~Board, ~~the~~effective ~~Company~~as ~~intends~~of ~~to focus on~~ the ~~development~~same ~~and~~date. ~~commercialization~~Mr. ~~of an on-chain trading protocol~~Liu’s ~~designed~~resignation todid ~~enable~~not ~~users~~result tofrom ~~automate~~any ~~certain~~disagreement ~~decentralized~~with ~~exchange trading strategies. The Company expects to change its trading symbol to DNAX in~~ the ~~near future~~Company.

~~Item~~As 1required by that certain employment agreement by and between Mr.01 ~~Entry~~Liu and the Company, dated as of December 8, 2023, as amended by that certain first amendment to employment agreement, dated April 2, 2025 (as amended, the “Liu Employment Agreement”), the separation and release agreement entered into aby ~~Material~~Mr. ~~Definitive~~Liu and the Company (the “Liu Separation and Release Agreement”) provided for Mr. Liu’s general release of claims against the Company. Additionally, the Liu Separation and Release Agreement provided that the total cash severance payment owed to Mr. Liu pursuant to the Liu Employment Agreement ($855,000) is now payable in two tranches: the first payable three days after his execution of the Liu Separation and Release Agreement and the second payable on March 15, 2026. The Liu Employment Agreement previously provided that the cash severance payment would be paid in one lump sum payment not more than thirty days following separation.

OnResignation the Closing Date, the Company, the Buyer, the Parent, and the Seller Representative entered into a second amendment to the Asset Purchase Agreement (the “APA Amendment”). The APA Amendment modifies certain provisions of ~~the~~Chief ~~Asset~~Commercial ~~Purchase Agreement, including:~~Officer

●On February ~~replacing~~3, ~~the~~2026, ~~escrow~~Charles arrangement contemplated by the Asset Purchase Agreement with a $1.5 million holdback amount (the “holdback amount”) to be retained by the Buyer at the closing as a source of recovery for (i) any post-closing purchase price adjustment shortfall and (ii) certain indemnification obligations under the Asset Purchase Agreement; ● providing thatBecher, ifchief ~~any~~commercial ~~purchase~~officer ~~price adjustment shortfall exceeds the remaining balance~~ of the ~~holdback amount, the~~ Company ~~will be obligated to pay the excess amount to the Buyer; and ● providing that~~, onnotified ~~or prior to~~ the ~~third~~Board ~~business day following the date~~ that ishe ~~nine~~was ~~(9)~~resigning ~~months~~from ~~after~~ the ~~Closing~~office ~~Date (subject to the Buyer’s right to retain amounts in respect~~ of chief ~~unresolved~~commercial ~~claims),~~officer ~~the Buyer will release the remaining holdback amount to the seller representative (on behalf~~ of, ~~and for further distribution to,~~ the Company), ~~which~~effective ~~nine-month~~as ~~period~~of ~~replaces~~January ~~the~~29, ~~twelve-month general escrow period in the Asset Purchase Agreement prior to the APA Amendment~~2026.

2As required by that certain employment agreement by and between Mr. Becher and the Company, dated as of August 23, 2022 (the “Becher Employment Agreement”), the separation and release agreement entered into by Mr. Becher and the Company (the “Becher Separation and Release Agreement” and, together with the Liu Separation and Release Agreement, the “Separation and Release Agreements”) provided for Mr. Becher’s general release of claims against the Company. Additionally, the Becher Separation and Release Agreement provides that the total cash severance payment owed to Mr. Becher pursuant to the Becher Employment Agreement ($250,000) is now payable in one lump sum payable within thirty days of January 29, 2026. The Becher Employment Agreement previously provided that the cash severance payment would be paid in equal monthly installments for a period of twelve months following separation.

The ~~APA~~foregoing ~~Amendment~~descriptions ~~also~~of ~~(i)~~the ~~updates~~Separation ~~certain~~and ~~indemnification~~Release ~~provisions~~Agreements todo ~~reflect~~not ~~the~~purport ~~holdback~~to ~~structure~~be complete and ~~(ii)~~are ~~adds~~qualified ain ~~covenant~~their ~~requiring~~entirety by ~~the~~reference ~~Company~~ to ~~obtain~~the ~~specified~~full ~~consents~~text toof the ~~assignment~~Separation and Release Agreements, copies of ~~certain~~which ~~contracts~~are ~~within~~filed ~~sixty~~as ~~(60)~~Exhibit ~~days~~10.1 ~~following~~and ~~the~~Exhibit ~~Closing~~10.2 ~~Date~~hereto and incorporated by reference herein.

~~The~~Director foregoing summary of the APA Amendment and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the APA Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.Appointment

~~Item~~On 1January 30, 2026, following Mr.02 ~~Termination~~Liu’s ofresignation from the Board, the Board appointed Scott Walker to serve on the Board as a ~~Material~~director. ~~Definitive~~Mr. ~~Agreement~~Walker will continue as a director until the next annual meeting of stockholders or until his successor has been elected and qualified, or, if sooner, until his earlier death, resignation or removal. Mr. Walker has not been appointed to any committee at this time. Mr. Walker has also entered into the Company’s standard indemnification agreement for directors and officers.

OnPursuant ~~the~~to ~~Closing Date, the Company prepaid (i)~~ that certain ~~promissory~~membership ~~note~~interest ~~(the~~purchase ~~“July~~agreement ~~Note”),~~ dated ~~July~~as ~~11,~~of ~~2025,~~December ~~issued by the Company to Streeterville Capital~~15, ~~LLC~~2025 (the “~~Lender”),~~Membership ~~pursuant~~Interest toPurchase ~~that certain note purchase agreement~~Agreement”), ~~dated~~ ~~July 11, 2025,~~ by and between the Company and ~~the~~DNA ~~Lender~~Holdings ~~and~~Venture, ~~(ii)~~Inc. ~~that certain promissory note~~ (~~the~~ “~~February~~DNA ~~Note~~Holdings” ~~and~~), ~~together~~so ~~with~~long ~~the~~as ~~July~~DNA ~~Note,~~Holdings ~~the~~beneficially ~~“Notes”),~~owns at ~~dated~~least ~~February~~5% ~~21,~~of ~~2025, issued by~~ the Company ~~to the Lender~~, ~~pursuant to~~DNA ~~that~~Holdings ~~certain~~will ~~note~~have ~~purchase~~the ~~agreement,~~right ~~dated~~to ~~February~~designate ~~21,~~one ~~2025,~~director byfor ~~and~~election ~~between~~or ~~the~~appointment ~~Company~~to ~~and~~ the ~~Lender.~~Board, ~~The Notes each carried a~~subject ~~maturity~~to ~~date that was eighteen (18) months from~~ the ~~applicable~~oversight ~~effective date. Prepayment~~ of ~~each Note required that~~ the Company’s ~~pay 110%~~nominating ofand ~~the~~governance ~~then-outstanding balance of each Note~~committees. ~~The Company paid~~Accordingly, inMr. ~~the~~Walker’s ~~aggregate,~~appointment ~~approximately~~is ~~$5.4~~made ~~million~~ pursuant to ~~prepay~~DNA ~~the~~Holdings’ ~~Notes on~~director ~~the~~designation ~~Closing~~right ~~Date.~~under ~~Accordingly,~~ the ~~Notes~~Membership ~~and~~Interest ~~ancillary~~Purchase ~~purchase agreements have been terminated as of the Closing Date~~Agreement.

~~Item~~As 2previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2025 , the Company and DNA Holdings entered into the Membership Interest Purchase Agreement, a securities purchase agreement (the “Securities Purchase Agreement”) and a convertible promissory note in the original principal amount of $1,200,000.0100, which ~~Completion~~bears interest at a rate of ~~Acquisition~~10% orper ~~Disposition~~annum (the “Note” and, together with the Membership Interest Purchase Agreement and the Securities Purchase Agreement, the “DNA Agreements”). The description of ~~Assets~~the DNA Agreements is hereby incorporated by reference. Mr. Walker is a beneficial owner of DNA Holdings. The terms of the DNA Agreements were negotiated at arm’s length prior to Mr. Walker’s appointment to the Board. Mr. Walker may be deemed to have an indirect material interest in the DNA Agreements resulting from his beneficial ownership interest in DNA Holdings.

~~The~~Mr. ~~information~~Walker, ~~contained~~64, is an investor and entrepreneur that has invested in or started over a dozen companies. Mr. Walker is co-founder of DNA Holdings, a digital asset investment and advisory firm. Since April 2024, Mr. Walker has served as the ~~Introduction~~executive chairman of the board and chief executive officer of DNA Holdings. From 2004 to 2009, Mr. Walker served as chief executive officer of Extrinsic, Inc., a digital content and online marketing service. Mr. Walker has invested in several cryptocurrency-related projects, including the first-ever initial coin offering and later investing in Ethereum, Hedera, Casper, and dozens of other cryptocurrencies. Mr. Walker is ~~hereby~~currently ~~incorporated~~a bygeneral ~~reference~~partner at ~~into~~Coral ~~this~~Capital ~~Item~~Holdings 2LLC, A195 Capital, Blockchain.01Capital and a limited partner in other funds that have investments in Coinbase, Kraken, and Gemini. Mr. Walker was appointed to the Board based on his significant leadership experience and his extensive technical expertise in blockchain technology and cryptocurrencies.

The foregoing summary of the Asset Purchase Agreement and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Asset Purchase Agreement, a copy of which is available as follows:

	(i)	Annex A and Annex B of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2025; and
	(ii)	Exhibit 2.1 of this Current Report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Closing Date, the Company changed its corporate name to DNA X, Inc. pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) filed with the Delaware Secretary of State on January 23, 2026 (the “Name Change”). The board of directors of the Company approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to the DGCL, a stockholder vote was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders.

The foregoing summary of the Charter Amendment and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On January 27, 2026, the Company issued a press release announcing certain of the matters described above. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

Item 8.01 Other Events.

As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2025, on August 22, 2025, The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that it did not comply with the minimum $2.5 million stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b) (the “Equity Rule”). Subsequently, Nasdaq provided the Company extensions until January 31, 2026, to regain compliance with the Equity Rule.

As a result of the consummation of the Asset Sale, as described in the Introduction above, as of the date of this Current Report on Form 8-K, the Company believes it has regained compliance with the Equity Rule. The Company can provide no assurance that Nasdaq will concur with the Company’s conclusion regarding compliance.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

Item

9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Company’s unaudited pro forma condensed financial information as of and for the nine months ended September 30, 2025 and the year ended December 31, 2024 included in the Company’s definitive proxy statement filed with the SEC on December 5, 2025, beginning on page 17 thereof, is incorporated herein by reference.

(d) Exhibits.

Exhibit Number		Description
2.1#		Second Amendment to Asset Purchase Agreement, dated as of January 23, 2026
10.1		Liu Separation and Release Agreement, dated as of January 30, 2026
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonim Technologies, Inc.
10.2		Becher Separation and Release Agreement, dated as of February 3, 2026
99.1		Press release dated as of January 27, 2026
99.2		Unaudited pro forma condensed financial information of the Company as of and for the nine months ended September 30, 2025 and the year ended December 31, 2024 (incorporated by reference to the Company’s definitive proxy statement filed on December 5, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such schedules and attachments to the SEC upon its request

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the Company’s expectations in connection with the change of its ticker and continuation of its commercialization of an advanced on-chain trading protocol.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, availability of cash on hand to execute the Company’s strategy, potential material delays in realizing projected timelines, potential trademark disputes and unavailability of the ticker symbol, and risks related to the Company’s ability to comply with the continued listing standards of the Nasdaq Stock Market and the potential delisting of the common stock.

It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties, and other factors, including those factors disclosed in this Current Report and those factors disclosed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and the Company’s subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report, except as required by law.

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: January 27, 2026	By:	/s/ Clay Crolius
Date: February 5, 2026	By:	/s/ Clay Crolius
	Name:	Clay Crolius
	Title:	Chief Financial Officer

Filing Compare · DNA X, Inc.