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DNA X, Inc.

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

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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$2.35+5.9%Stored close · as of Nov 10, 2026

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

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Contents

Item 8. Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

DNA X, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DNA X, Inc. (f/k/a Sonim Technologies, Inc.), (the “Company”) as of December* *31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is subject to the risks and uncertainties associated with operating a cryptocurrency trading platform, including the ability to attract new customers and keep existing customers from moving their business to other competitors. Further, the Company is not currently generating enough cash to cover the Company’s overhead, and as such, the Company must secure capital by either issuing equity or through debt. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for the Membership Interest Purchase Agreement

Critical Audit Matter Description

As described in Note 6 to the consolidated financial statements, the Company entered into a Membership Interest Purchase Agreement with DNA Holdings Venture Inc. (“DNA Holdings”) pursuant to which the Company purchased 100% of the membership interests in DNA X, LLC (“DNA X”) for an aggregate purchase price of 223,201 shares of the Company’s common stock that had a value of $1.2 million on the closing date. The Membership Interest Purchase Agreement grants DNA Holdings a put option (the “Put Option”) whereby DNA Holdings will have the right to exchange the shares of common stock issued to DNA Holdings for the Purchased Interests then held by the Company if at any time prior to June 30, 2026 (the “Put Period”) DNA X does not realize either: (1) aggregate trading volume of at least $600 million or (2) aggregated revenues of at least $1 million per day. To the extent not exercised during the Put Period, the Put Option will terminate upon expiration of the Put Period. As of December 31, 2025, the Put Option was outstanding, and the Company accounts for the investment in DNA X under the equity method of accounting because it determined it was able to exercise significant influence and initially recorded the investment at cost.

We identified the evaluation of management’s accounting for the Membership Interest Purchase Agreement as a critical audit matter. Evaluating management’s conclusions required especially challenging and subjective auditor judgment and increased extent of effort, including the need to involve a subject matter expert on technical accounting matters.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to this matter included the following, among others:

●Obtaining and reviewing the Membership Interest Purchase Agreement and related documents to understand the underlying terms and conditions, including the terms of the Put Option.
●Utilizing a subject matter expert on technical accounting matters to assist in -
○Assessing the economic substance of the transaction to determine whether the risks and rewards of ownership were transferred.
○Determining whether the seller’s rights represent substantive rights that affect the Company’s ability to exercise control over DNA X.
○Evaluating which entity has the power to direct the activities that most significantly impact DNA X LLC’s economic performance.
●Evaluating the completeness and accuracy of the financial statement presentation and disclosure of the terms and conditions of the Membership Interest Purchase Agreement.

/s/ Baker Tilly US, LLP

San Jose, CA

April 14, 2026

We have served as the Company’s auditor since 2013.

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