SONM 8-K
DNA X, Inc. (SONM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 21, 2026, the compensation committee of the board of directors (the “Board”) of DNA X, Inc. (the “Company”) approved the grant of a cash award (each, a “Substitute Cash Grant”) to all members of the Board, including Mike Mulica, the Company’s Chief Executive Officer, in lieu of a grant of restricted stock units (“RSUs”) under the Company’s 2019 Equity Incentive Plan (the “EIP”) due to the unavailability of shares of common stock under the EIP. The amount of the Substitute Cash Grant will be determined using the following methodology, which was designed to closely replicate RSU vesting under the Company’s current non-employee director compensation policy:
Assumptions:
| (i) | A number of RSUs valued at $60,000, based on the fair market value of the Company’s common stock on August 21, 2026, the date of the Committee meeting (the “Phantom RSUs”), has been granted. |
| (ii) | The Phantom RSUs will vest upon the earlier of (x) the Company’s 2027 annual meeting of stockholders and (y) a change in control of the Company (the “Vesting Event”). |
Calculation:
The Substitute Cash Grant will equal the fair market value of the Company’s common stock underlying the Phantom RSUs at the time of the Vesting Event and will be payable as of the Vesting Event.
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 27, 2026 | By: | /s/ Clayton Crolius |
| Name: | Clayton Crolius | |
| Title: | Chief Financial Officer | |