8-K
filed May 27, 2026, 4:35 PM ET
ticker SONM
CIK 0001178697
regulatory
confidence high
sentiment negative
materiality 0.90
DNA X, Inc. (SONM): Nasdaq/NYSE listing notice — DNA X receives Nasdaq delisting notice; issues $3.05M convertible note to insider
DNA X, Inc.
- Nasdaq delisting notice due to stockholders' deficit of $983,000 as of March 31, 2026; hearing requested.
- Issued $3,052,788 convertible note to DNA Holdings Venture, Inc. at 10% interest, maturing Dec 31, 2026.
- Note convertible into common at $6.00/share, subject to stockholder approval; proceeds for working capital.
- Concurrently terminated a 'Put Option' under a prior Membership Interest Purchase Agreement.
- Unregistered sale under Section 4(a)(2) and Rule 506(b); Purchaser is an accredited investor.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
DNA X, Inc. incurred convertible notes of $3,052,787.68 with DNA Holdings Venture, Inc. at 10% per annum maturing December 31, 2026.
- Instrument
- convertible notes
- Principal
- $3,052,787.68
- Counterparty
- DNA Holdings Venture, Inc.
- Rate
- 10% per annum
- Maturity
- December 31, 2026
- Event
- incurrence
Exact text from the filing
On May 20, 2026, DNA X, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DNA Holdings Venture, Inc. (the “Purchaser”) pursuant to which the Company sold and issued to the Purchaser a convertible promissory note (the “Note”) in the principal amount of $3,052,787.68
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
DNA X, Inc. issued convertible note to DNA Holdings Venture, Inc. for aggregate purchase price of $3,052,787.68.
- Security
- convertible note
- Purchaser
- DNA Holdings Venture, Inc.
- Consideration
- aggregate purchase price of $3,052,787.68
Exact text from the filing
On May 20, 2026, DNA X, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DNA Holdings Venture, Inc. (the “Purchaser”) pursuant to which the Company sold and issued to the Purchaser a convertible promissory note (the “Note”) in the principal amount of $3,052,787.68 for an aggregate purchase price in the same amount. The transactions contemplated by the Purchase Agreement, including the issuance of the Note, were consummated on May 26, 2026.
View on SEC.gov
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.95
DNA X, Inc. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).
- Exchange
- nasdaq
- Notice
- noncompliance notice
- Deficiency
- stockholders equity
- Rules
- 5550(b)(1)
Exact text from the filing
May 22, 2026, the Company received a delisting determination letter from the Staff advising the Company that unless the Company requests a hearing before a Nasdaq Hearing Panel (the “Panel”) to appeal Nasdaq’s delisting
View on SEC.gov
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.95
DNA X, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).
- Exchange
- nasdaq
- Notice
- delisting notice
- Deficiency
- stockholders equity
- Rules
- 5550(b)(1)
Exact text from the filing
May 22, 2026, the Company received a delisting determination letter from the Staff advising the Company that unless the Company requests a hearing before a Nasdaq Hearing Panel (the “Panel”) to appeal Nasdaq’s delisting
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
DNA X, Inc. amended Amendment No. 1 to the Membership Interest Purchase Agreement with DNA Holdings Venture, Inc..
- Action
- amendment
- Counterparty
- DNA Holdings Venture, Inc.
Exact text from the filing
the Company and the Purchaser entered into an Amendment No. 1 to the Membership Interest Purchase Agreement (the “Purchase Agreement Amendment”) pursuant to which the Company and the Purchaser agreed to terminate the “Put Option” described therein, effective as of the execution of the Purchase Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
DNA X, Inc. entered into Securities Purchase Agreement with DNA Holdings Venture, Inc. valued at $3,052,787.68 (effective 2026-05-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- DNA Holdings Venture, Inc.
- Value
- $3,052,787.68
- Effective
- 2026-05-20
Exact text from the filing
On May 20, 2026, DNA X, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DNA Holdings Venture, Inc. (the “Purchaser”) pursuant to which the Company sold and issued to the Purchaser a convertible promissory note (the “Note”) in the principal amount of $3,052,787.68 for an aggregate purchase price in the same amount.
View on SEC.gov
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