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DNA X, Inc.

For the period ended Dec 31, 2025. Filed Apr 15, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 15, 2026

SONM$2.22+4.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Cautionary Note About Forward-Looking Statements

This annual report on Form 10-K contains statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that act as well as protections afforded by other federal securities laws. Generally, words such as “achieve,” “aim,” “ambitions,” “anticipate,” “believe,” “committed,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goals,” “grow,” “guidance,” “intend,” “likely,” “may,” “milestone,” “objective,” “on track,” “opportunity,” “outlook,” “pending,” “plan,” “position,” “possible,” “potential,” “predict,” “progress,” “roadmap,” “seek,” “should,” “strive,” “targets,” “to be,” “upcoming,” “will,” “would,” and variations of such words and similar expressions identify forward-looking statements, which are not historical in nature. The forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission or the SEC, including without limitation, the following sections:

(i)Note 9 - Commitments and Contingencies to those Consolidated Financial Statements regarding the possible outcome of, and future effect on our financial condition and results of operations of, certain litigations and other proceedings to which we are a party;
(ii)Part I, Item 1. “Business,” including the statements about our business plans and strategy and anticipated benefits therefrom;
(iii)Part I, Item 1A. “Risk Factors,” including the statements about ongoing risks and uncertainties and our assumptions in connection therewith;
(iv)Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the statements with regard to the future changes to our business and our expectations regarding our strategy and new lines of products, future cash requirements, assessment of our liquidity, the availability, uses, sufficiency, and cost of capital resources, and sources of funding, and future products, services, and technologies; and
(v)Part II, Item 9A. “Controls and Procedures,” including the description of limitations on effectiveness of controls and procedures.

Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

●the availability of cash on hand and other sources of liquidity to fund our operations and grow our business;
●our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively;
●we may not be able to continue to develop solutions to address user needs effectively, including features for traders on our cryptocurrency trading platform;
●cryptocurrency values have been volatile and may cause a decrease in trading activity on our cryptocurrency trading platform;
●the financial and operational projections that we may provide from time to time are subject to inherent risks;
●our ability to incorporate emerging technologies into our trading software given the lengthy development cycle;
●our ability to adapt to new requirements from customer in our evolving industry;
●our ability to remain in compliance with the listing requirements of the Nasdaq Capital Market;
●our quarterly results may vary significantly from period to period;
●we rely primarily on third-party contractors to maintain and develop our trading platform;
●if our software contains defects or errors, we could incur significant unexpected expenses, experience downtime on our online trading platform with a loss of commission revenue, and be subject to liability for claims;
●we are dependent on the continued services and performance of a concentrated and limited group of senior management;
●we face risks related to the impact of various economic, political, environmental, social, and market events beyond our control that can impact our business and results of operations; and
●other risks and uncertainties described in this annual report in the “Risk Factors” section, as such descriptions may be updated or amended in any future reports we file with the SEC.

We urge investors to consider all of the risks, uncertainties, and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this report. We cannot assure you that the results or developments anticipated by us and reflected or implied by any forward-looking statement contained in this report will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for us or affect us, our operations or financial performance as we forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized, or other factors, the actual results relating to the subject matter of any forward-looking statement in this report may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update any such statements to reflect subsequent events or circumstances.

As used herein, “DNA X,” the “Company,” “we,” “us,” “our,” and similar terms include DNA X, Inc. and its subsidiaries, unless the context indicates otherwise.

ii

SUMMARY OF RISK FACTORS

Our business involves significant risks. The following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could materially adversely affect our business, financial condition, and results of operations. This summary does not address all these risks. You should read this summary together with the more detailed description of each risk factor contained below in the section titled “Risk Factors.” The occurrence of any of the events or developments described below could have a material adverse effect on our business, results of operations, financial condition, prospects and stock price. In such event, the market price of our securities could decline and you could lose all or part of your investment. Further, there are additional risks not described below that are either not currently known to us or that we currently deem immaterial, and these additional risks could also materially impair our business or operations or the market price of our securities.

Risks Related to Our Business and Industry

●Our ability to compete effectively depends on being able to develop solutions that address users’ needs effectively.
●We face strong competitors with greater resources and more extensive experience in the industry.
●We have to add new customers, and we have to keep our existing customers from moving to one of our competitors.
●We rely primarily on third-party contractor to maintain our platform and to develop new features.
●We continue to grow our business that may require us to increase our resources to support the business.
●We are dependent on the continued services and performance of our management and key personnel.
●Our products may contain defects or errors.

Risks Related to Our Financial Condition

●The report of our independent registered public accounting firm for the year ended December 31, 2025 contains a statement with respect to substantial doubt as to our ability to continue as a going concern. We may not be able to continue as a going concern if we are unable to raise additional funding.
●We may not generate sufficient revenue to operate our business and maintain its growth.
●Our growth and revenue have been adversely impacted by the recent decrease in the value of cryptocurrencies.
●We are not yet profitable, and it may take time to become profitable.
●Without successful protection of our intellectual property, our competitive position may be harmed.
●The occurrence of security breaches, improper access to or disclosure of our data or customer data, and other cyber incidents can inflict monetary and reputational damages.
●Others may claim that we infringe on their intellectual property rights.

Risks Related to Legal and Regulatory Matters

●Changes in laws and regulations concerning the trading of cryptocurrencies could increase our costs and adversely impact our business.
●Changes in regulations in the jurisdiction of our customers could prevent us from serving certain customers and could reduce our revenue.
●We face risks related to potential hostile bids and stockholder activists.
●Sales of our common stock under resale registration statements or the perception of such sales can result in a decline in the price of our common stock.
●Our quarterly results may vary significantly from period to period.
●Financial projections we communicate to the markets from time to time may be inaccurate.
●Our quarterly results may vary significantly from period to period.
●We are required to meet the Nasdaq continued listing requirements and other Nasdaq rules, or we may risk delisting.

General Risk Factors

●We face risks related to the impact of various economic, political, environmental, social, and market events beyond our control that can impact our business and results of operations.

iii

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