UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
| Item 3.02 | Unregistered Sales of Equity Securities. |
On August 7, 2026, the Company sold and issued the remaining 416,667 shares of Series B Preferred Stock purchasable pursuant to the Purchase Agreement in exchange for cash proceeds of $2.5 million.
| Item 8.01 | Other Events. |
Based on the foregoing transactions, as of the date of the filing of this Current Report on Form 8-K/A, the Company believes it has stockholders’ equity in excess of the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”), as reflected in the pro forma stockholders’ equity balance provided below. The Company is awaiting Nasdaq’s formal determination that it has evidenced compliance with the Equity Rule and intends to provide an update upon receipt of such determination.
To provide additional information regarding the Company’s unaudited stockholders’ equity balance as of the date of the filing of this Current Report on Form 8-K/A, the Company has prepared a summary pro forma presentation of stockholders’ equity giving effect to the completed transactions discussed above. The pro forma information is based on management’s current estimates and assumptions, is presented for illustrative purposes only, and should not be regarded as indicative of the Company’s future financial condition or results of operations.
| DNA X, INC. | ||||||||||||
| $ in thousands | ||||||||||||
| Projected Stockholders’ Equity | Q1 2026 | Q2 2026 | August 7 | |||||||||
| (actual) | (est.) | (est.) | ||||||||||
| Net income (loss) | 6,340 | (1,530 | ) | (639 | ) | |||||||
| Beginning Stockholders’ Equity | (7,955 | ) | (983 | ) | (1,516 | ) | ||||||
| Adjustments | ||||||||||||
| Financing | 4,946 | |||||||||||
| Note Conversion | 3,049 | |||||||||||
| Reclass redeemable shares to equity | 963 | |||||||||||
| Remeasurement of stock redemption value | 328 | (64 | ) | |||||||||
| Add back for Stock-based Compensation | 304 | 98 | ||||||||||
| Ending Stockholders’ Equity | $ | (983 | ) | $ | (1,516 | ) | $ | 5,840 | ||||
Cautionary Note Regarding Forward Looking Statements
This current report and other related materials may contain a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s expectation about any or all of the following: anticipated benefits of and activities under the Transaction and the timing and certainty of completion of the Transaction, and the Company’s use of proceeds from the Transaction. Forward-looking statements can be identified by terms such as “will,” “intent,” “expect,” “plan,” “potential,” “would” or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, you should not rely on these forward-looking statements as predictions of future events. These risks and uncertainties include, among others, those risk and uncertainties described under the heading “Risk Factors” in the Company’s Annual 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 and Exchange Commission, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this current report, other than to the extent 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: | August 13, 2026 | By: | /s/ Clayton Crolius |
| Name: | Clayton Crolius | ||
| Title: | Chief Financial Officer | ||