{"url_path":"/sec/sonm/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1178697/0001493152-26-031675-index.html","accession_number":"0001493152-26-031675","cik":"0001178697","ticker":"SONM","issuer_name":"DNA X, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1178697/0001493152-26-031675-index.html","primary_entity_key":"0001178697","primary_entity_name":"DNA X, Inc."},"word_count":1150,"has_tables":true,"body_markdown":"**Item\n1.01****Entry\ninto a Material Definitive Agreement.**\n\n \n\n*Securities\nPurchase Agreement*\n\n \n\nOn\nJune 29, 2026, DNA X, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)\nwith DNA Holdings Venture, Inc. (“DNA Holdings”), a holder of more than 5% of the Company’s outstanding capital stock\nand an entity associated with Scott Walker, a member of the Company’s board of directors, pursuant to which the Company agreed\nto issue and sell, in a private placement, 1,346,531 shares of non-voting Series B Convertible Preferred Stock, par value $0.001 per\nshare (the “Series B Preferred Stock”), at a purchase price of $6.00 per share, for an aggregate offering price of $8.1 million\nconsisting of $5.0 million in cash and the cancellation of $3.1 million of the outstanding balance under a convertible promissory note\nissued to DNA Holdings in May 2026 (the “Transaction”).\n\n \n\nConcurrently\nwith the entry into the Purchase Agreement, the Company and DNA Holdings entered into a registration rights agreement (the “Registration\nRights Agreement”) providing DNA Holdings with customary registration rights with respect to the shares of Common Stock, par value\n$0.001 per share (the “Common Stock”), issuable upon the conversion of the Series B Preferred Stock.\n\n \n\nThe\nclosing of the sale and issuance of the Series B Preferred Stock is subject to the satisfaction of customary closing conditions. The\ngross proceeds of the initial issuance of Series B Preferred Stock are estimated to be approximately $5.0 million, before deducting offering\nexpenses payable by the Company. The Company intends to use the net proceeds from the Transaction for working capital and general corporate\npurposes, subject to certain restrictions set forth in the Purchase Agreement.\n\n \n\nPursuant\nto the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock to be filed with\nthe Secretary of State of the State of Delaware in connection with the Transaction (the “Certificate of Designation”), each\nshare of Series B Preferred Stock will have a stated value of $6.00 per share. The Series B Preferred Stock will be automatically converted\ninto shares of Common Stock on the first trading day following the approval by the Company’s stockholders of the issuance of the\nCommon Stock issuable upon such conversion (the “Stockholder Approval”) at an initial conversion price equal to the stated\nvalue, subject to certain adjustments set forth in the Certificate of Designation. Prior to the obtainment of the Stockholder Approval,\nthe Series B Preferred Stock will not be convertible into shares of Common Stock. Additional information on the Certificate of Designation\nand the terms of the Series B Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K.\n\n \n\nThe\nshares of Series B Preferred Stock will be issued in a private placement transaction exempt from the registration requirements of under\nthe Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act, and\nuntil so registered neither the Series B Preferred Stock nor any shares of Common Stock issuable upon conversion thereof may be offered\nor sold absent registration or availability of an applicable exemption from registration. There is no established public trading market\nfor the Series B Preferred Stock, and the Company does not intend to list the Series B Preferred Stock on any national securities exchange\nor nationally recognized trading system.\n\n \n\nPursuant\nto the Registration Rights Agreement, the Company has agreed to file, within 30 calendar days after the obtainment of the Stockholder\nApproval, a resale registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) providing for the resale by DNA Holdings\nof the shares of Common Stock issuable upon conversion of the Series B Preferred Stock (the “Registrable Shares”), and to\nuse commercially reasonable efforts to cause such resale registration statement to be declared effective as soon as practicable but in\nany event no later than the earlier of (a) the 30th calendar day following the Filing Date of the registration statement (or the 60th\ncalendar day following the Filing Date if the U.S. Securities Exchange Commission (the “SEC”) notifies the Company that it\nwill conduct a “full review” of the registration statement and (b) the fifth business day after the date the Company is notified\n(orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not\nbe subject to further review. The Company further agreed to take all steps necessary to keep such registration statement effective at\nall times until all Registrable Shares have been resold or until there remain no Registrable Shares. The Company has agreed to pay liquidated\ndamages upon certain failures to meet the deadlines set forth above or to keep the resale registration statement continuously effective,\nas more particularly described in the Registration Rights Agreement.\n\n \n\n \n\n \n\n \n\nThe\nPurchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The\nrepresentations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the\nPurchase Agreement and may be subject to limitations agreed upon by the contracting parties. Pursuant to the Purchase Agreement, the\nCompany has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities until the obtainment\nof the Stockholder Approval, subject to certain exceptions. The Purchase Agreement also grants to DNA Holdings the right to participate\nin future equity and debt financings for a period of twelve months, subject to a participation cap equal to 50% of the principal amount\nof securities sold in such financings and other exceptions and limitations set forth in the Purchase Agreement.\n\n \n\nAt\nthe closing of the Transaction, the Company expects to enter into an advisory and promote agreement (the “Consulting Agreement”)\nwith DNA Holdings, Scott Walker and Brock Pierce (collectively, the “Consultants”) pursuant to which, among\nother things, the Consultants will provide services related to the promotion and development of the Company’s DNA-X platform and\nagree not to engage in certain prohibited activities competitive with the Company during the term of the Consulting Agreement\nand for a period of one year thereafter in exchange for consideration consisting of an aggregate of 2,494,000 shares of Common Stock,\nto be issued to the Consultants following the obtainment of the approval of such issuances by the Company’s stockholders.\n\n \n\nThe\nforegoing summaries of the Certificate of Designation (including the terms of the Series B Preferred Stock), Purchase Agreement and\nRegistration Rights Agreement are subject to, and qualified in their entirety by, the full text of such documents, which forms are filed\nas Exhibits 3.1, 10.1 and 10.2, respectively, and incorporated herein by reference.\n\n \n\nNo\nstatement in this report or the attached exhibits is an offer to sell or a solicitation of an offer to purchase the Company’s securities,\nand no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful."}