On June 29, 2026, DNA X, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with DNA Holdings Venture, Inc. ("DNA Holdings"), a holder of more than 5% of the Company’s outstanding capital stock and an entity associated with Scott Walker, a member of the Company’s board of directors, pursuant to which the Company agreed to issue and sell, in a private placement, 1,346,531 shares of non-voting Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at a purchase price of $6.00 per share, for an aggregate offering price of $8.1 million consisting of $5.0 million in cash and the cancellation of $3.1 million of the outstanding balance under a convertible promissory note issued to DNA Holdings in May 2026 (the "Transaction").

 

Concurrently with the entry into the Purchase Agreement, the Company and DNA Holdings entered into a registration rights agreement (the "Registration Rights Agreement") providing DNA Holdings with customary registration rights with respect to the shares of Common Stock, par value $0.001 per share (the "Common Stock"), issuable upon the conversion of the Series B Preferred Stock.

 

The closing of the sale and issuance of the Series B Preferred Stock is subject to the satisfaction of customary closing conditions. The gross proceeds of the initial issuance of Series B Preferred Stock are estimated to be approximately $5.0 million, before deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the Transaction for working capital and general corporate purposes, subject to certain restrictions set forth in the Purchase Agreement.

 

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock to be filed with the Secretary of State of the State of Delaware in connection with the Transaction (the "Certificate of Designation"), each share of Series B Preferred Stock will have a stated value of $6.00 per share. The Series B Preferred Stock will be automatically converted into shares of Common Stock on the first trading day following the approval by the Company’s stockholders of the issuance of the Common Stock issuable upon such conversion (the "Stockholder Approval") at an initial conversion price equal to the stated value, subject to certain adjustments set forth in the Certificate of Designation. Prior to the obtainment of the Stockholder Approval, the Series B Preferred Stock will not be convertible into shares of Common Stock. Additional information on the Certificate of Designation and the terms of the Series B Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K.