{"url_path":"/sec/sonm/8-k/2026-07-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****Amendments","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":1100,"has_tables":true,"body_markdown":"**Item\n5.03****Amendments\nto Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n* *\n\n*Certificate\nof Designation and Designation of Series B Preferred Stock*\n\n* *\n\nThe\ninformation contained above in Item 1.01 is hereby incorporated by reference into this Item 5.03.\n\n \n\nPursuant\nto the terms of the Purchase Agreement, the Company plans to file the Certificate of Designation with the Delaware Secretary of\nState designating 1,350,000 shares of its authorized and unissued preferred stock as Series B Preferred Stock, each with a Stated Value\nof $6.00 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred\nStock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation.\n\n \n\nThe\nfollowing is a summary of the terms of the Series B Preferred Stock:\n\n \n\n*Dividends.*Subject to the terms and conditions in the Certificate of Designation, dividends will be payable on shares of Series B Preferred\nStock equal, on an as-converted-to-Common-Stock basis, disregarding any conversion limitations under the Certificate of Designations),\nto and in the same form as dividends paid on shares of Common Stock when, as and if such dividends are paid on shares of Common Stock.\nNo other dividends will be paid on shares of Series B Preferred Stock.\n\n \n\n \n\n \n\n \n\n*Voting\nRights*. The Series B Preferred Stock has no voting rights; provided, however, that the Company shall not, without the affirmative\nvote of the holders of a majority of the then outstanding shares of Series B Preferred Stock, (a) alter or change adversely the powers,\npreferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (b) create any equity securities\nthat are senior in preference or liquidation to the Series B Preferred Stock, (c) amend its certificate of incorporation or other charter\ndocuments in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized\nshares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.\n\n \n\n*Liquidation.*In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (any such event, a “Liquidation”),\nthe holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available\nfor distribution to its stockholders, before any payment shall be made to the holders of any other shares of capital stock of the Company\nby reason of their ownership thereof, an amount in cash equal to one times (1x) the Stated Value, together with any dividends declared\nbut unpaid.\n\n \n\n*Fundamental\nTransactions*. In the event of any (i) merger or consolidation of the Company with or into another person or entity, (ii) direct\nor indirect sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s\nassets, (iii) purchase offer, tender offer or exchange offer accepted by the holders of 50% or more of the outstanding Common Stock,\n(iv) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the\nCommon Stock is effectively converted into or exchange for other securities, cash or property, or (v) stock purchase or other business\ncombination pursuant to which a person or entity acquires more than 50% of the outstanding shares of Common Stock (the transactions set\nforth in clauses (i) – (v), collectively, a “Fundamental Transaction”), then, upon any subsequent conversion of the\nSeries B Preferred Stock, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon\nsuch conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of common stock of the successor\nor acquiring corporation or of the Company (if it is the surviving corporation), and any additional consideration receivable as a result\nof such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series B Preferred Stock is convertible\nas of immediately prior to such Fundamental Transaction. The Company is obligated to cause any successor entity in a Fundamental Transaction\nin which the Company is not the survivor to assume in writing all of the obligations of the Company under, and to take certain other\nsteps set forth in, the Certificate of Designation.\n\n \n\n*Redemption.*Shares of Series B Preferred Stock are not redeemable at the option of the Company or the holder thereof.\n\n \n\nThe\nforegoing summary of the terms of the Series B Preferred Stock is qualified in its entirety by reference to the text of the Form of Certificate\nof Designation, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.\n\n \n\n*Cautionary\nNote Regarding Forward Looking Statements*\n\n \n\nThis\nCurrent Report on Form 8-K and other related materials may contain a number of “forward-looking statements” within the meaning\nof the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s expectation about\nany or all of the following: anticipated benefits of and activities under the Transaction and the timing and certainty of completion\nof the Transaction, and the Company’s use of proceeds from the Transaction. Forward-looking statements can be identified by terms\nsuch as “will,” “intent,” “expect,” “plan,” “potential,” “would”\nor similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current\nexpectations and projections about future events and financial trends that it believes may affect its business, financial condition and\nresults of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements\nare neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking\nstatements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond\nthe Company’s control, you should not rely on these forward-looking statements as predictions of future events. These risks and\nuncertainties include, among others, those risk and uncertainties described under the heading “Risk Factors” in the Company’s\nAnnual Report on Form 10-K filed with the SEC on April 15, 2026, and in any other filings made by the Company with the U.S. Securities\nand Exchange Commission, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance\non these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking\nto update or revise any forward-looking statements contained in this Current Report on Form 8-K, other than to the extent required by\nlaw."}