DNA X, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In Thousands, except Share and Per Share Amounts)

NOTE 1 —The Company and Its Significant Accounting Policies

Description of Business—DNA X, Inc. (“the Company”) was incorporated in the state of Delaware on August 5, 1999 under the name Sonim Technologies Inc., and is headquartered in San Diego, California. Effective January 23, 2026, the Company changed its name to DNA X, Inc. The Company operates an AI and crypto trading platform that operates on the internet and is designed to harness advanced AI and machine learning technologies to automate intelligent trading strategies, enabling clients to capitalize on data-driven insights and dynamic opportunities. Seehttps://dnax.us for more information on the services offered. Until January 23, 2026, the Company operated a cell phone and mobile hotspot manufacturing business. The assets of the phone and mobile hotspot business were sold to Pace Car Acquisition LLC on January 23, 2026.

The trading platform generates revenue from trading commissions that are based on the value of the trades that customers execute on the DNA X trading website. The trading platform is adding enhancements such as perpetual futures and trading in AI compute time. The website is not currently open to the public as the Company is developing and testing the new services. Potential customers are individual and institutional investors.

Liquidity and Ability to Continue as a Going Concern—The Company’s consolidated financial statements account for the continuation of its business as a going concern. The Company is subject to the risks and uncertainties associated with operating an AI and crypto trading platform including the ability to attract new customers and to keep existing customers from moving their business to other competitors. On July 8, 2026, the Company received $2,500 in cash from the sale of preferred shares to DNA Holdings Venture Inc. (“DNA Holdings”). On July 8, 2026 the $3,053 convertible note that the Company previously issued was cancelled and exchanged for preferred stock of the Company. On August 7, 2026, the Company received an additional $2,500 in cash from the sale of preferred shares to DNA Holdings. See Note 13. There is one class of preferred stock and it is convertible into common stock of the Company upon stockholders’ approval. The preferred stock does not have any special dividend rights or any voting rights. The $5,000 received and is expected to be sufficient to support completing enhancements to the DNA X trading platform and to allow the Company to pay obligations as they become due over the year following the filing of this 10-Q.

Reverse Stock Split—On October 28, 2025, the Company effected a 1-for-18 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). The Company’s common stock began trading on the Nasdaq Capital Market on a post-split basis on October 29, 2025. As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 18, 2025, was automatically converted into one-eighteenth (1/18) of a share of common stock. The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share, instead cash was paid to stockholders for the value of the fractional share.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding stock options, restricted stock units, and warrants entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Net income (loss) per share increased because there were fewer shares of common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split.

All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the Reverse Stock Split.

Financial Statement Presentation—The unaudited condensed consolidated financial statements include the accounts of DNA X, Inc. and its wholly owned subsidiaries (collectively “DNA X” or the “Company”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation—The accompanying consolidated financial statements through January 23, 2026 include the accounts of DNA X, Inc. and its wholly owned foreign subsidiaries, Sonim Technologies (India) Private Limited, Sonim Technologies (Shenzhen) Limited, Sonim Technologies Inc. Shenzhen Limited Beijing Branch, Sonim Technologies (Hong Kong) Limited, Sonim Technologies Germany GmbH and Sonim Technologies Communications India Private Limited (collectively, the “Company”). After the Company’s subsidiaries in Shenzhen, Beijing, Hong Kong, and Germany were sold on January 23, 2026, only Sonim Technologies (India) Private Limited is consolidated after January 23, 2026. On May 26, 2026, the Company was deemed to gain control over DNA X LLC, and after this date the Company also includes DNA X LLC in their consolidated financial statements.

Reclassifications—Prior period amounts were reclassified to conform to the current period presentation including the separation of amortization of debt discounts and issuance costs on the statement of cash flow.

Assets Held For Sale—The Company generally considers assets to be held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) management has initiated an active program to locate a buyer or buyers and other actions required to complete the plan to sell the disposal group, (iv) the sale of the property within one year is considered probable, (v) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value and (vi) significant changes to the plan to sell are not expected. Property classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. During the fourth quarter ended December 31, 2025, the Company deemed that its phone and hotspot operations met the held for sale criteria and was classified as such on the audited condensed consolidated balance sheet for the December 31, 2025 balance sheet and the prior period that was presented. The six criteria were met on December 30, 2025 when the stockholders approved the asset sale and the asset sale became probable.

Discontinued Operations—The Company deems it appropriate to classify a business as a discontinued operation if the related disposal group meets all the following criteria: (i) the disposal group is a component of the Company, (ii) the component meets the held-for-sale criteria, and (iii) the disposal of the component represents a strategic shift that has a major effect on the Company’s operations and financial results. During the fiscal quarter ended December 31, 2025, the Company deemed its phone and hotspot operations to be discontinued operations due to the disposal group meeting all three criteria. As such, the results of the phone and hotspot operations are presented as discontinued operations in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026 and June 30, 2025, and have been excluded from both continuing operations and segment results for all periods presented.

Related Party Transactions— On October 1, 2024, the Company signed an agreement with a then-related party, in which a family member of the Company’s then-director, Jeffrey Wang, holds an indirect interest of approximately 40%, to purchase parts and components to be used in the manufacturing of the company’s products for the aggregate amount of approximately $1,000. The agreement was executed in the ordinary course of business. The Company did not purchase any raw materials under this agreement in 2026. As of July 18, 2025, Jeffrey Wang is no longer a director of the Company.

The Company’s director, Scott Walker, has an ownership interest of approximately 50% in DNA Holdings, the entity that sold the DNA X LLC cryptocurrency trading platform to the Company. The entity received 19.99% of the pre-transaction shares of the Company in redeemable shares of common stock of the Company on December 15, 2025. As of June 30, 2026, these shares, which are no longer redeemable, represented approximately 15% of the Company’s outstanding common stock. On May 26, 2026, DNA Holdings purchased a convertible promissory note in the principal amount of $3,053 in exchange for $1,800 in cash and the cancellation of the entire $1,200 principal amount of a convertible promissory note previously issued to DNA Holdings and $53 of accrued unpaid interest due under such convertible promissory note. On July 8, 2026 the $3,053 convertible promissory note was surrendered and exchanged for preferred stock in the Company, and DNA Holdings purchased additional preferred stock for $2,500 in cash. This preferred stock has the right to convert to common stock in the Company upon stockholders’ approval. The preferred stock does not have any voting rights. See Note 13.

The Company has executed a Transition Services Agreement with DNA Holdings to facilitate the paying of certain contractors that work on enhancements to the DNA X software. Through June 30, 2026, the company has reimbursed DNA Holdings $94 for the costs of these consultants. All transactions between the Company and DNA Holdings have been approved by the Company’s management.

Redeemable Common Stock—Stock that was issued for the DNA X LLC business was classified as redeemable common stock in the temporary equity section of the balance sheet from its issuance on December 15, 2025 until May 26, 2026, when the put option that gave DNA Holdings the right to take back the DNA X LLC business was terminated. As of June 30, 2026, the common stock that was issued to DNA Holdings for the DNA X LLC business is classified as permanent equity.

Estimates—The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include, but are not limited to, estimates related to revenue recognition; valuation assumptions regarding the determination of the fair value of common stock, as well as stock options; the useful lives of the Company’s long-lived assets; intangible assets; product warranties; loss contingencies; the recognition and measurement of income tax assets and liabilities, including uncertain tax positions; the net realizable value of inventory; allowances for credit losses; and estimation of assets and liabilities for operating entities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities.

Concentrations of Credit Risk—The Company plans on relaunching its cryptocurrency trading platform later this year and the commission revenue will be concentrated in the cryptocurrency trading industry, which is highly competitive and rapidly changing. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s consolidated operating results.

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with high-quality, federally insured commercial banks in the United States and cash balances are in excess of federal insurance limits as of June 30, 2026 and the year ended 2025.

Segment Information—The Company considers the cryptocurrency trading platform that is under development to be a reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance.

**Cash and Cash Equivalents—**The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less to be cash equivalents. As of June 30, 2026 and December 31, 2025, cash and cash equivalents consist of cash deposited with banks and money market funds. Included in the Company’s cash and cash equivalents are amounts held by foreign subsidiaries. After the sale of all of the Company’s foreign subsidiaries except for Inda, the Company has less than $250 in foreign bank accounts.

Receivable for Cash Held Back from the Asset Sale—All customer accounts receivable were sold on January 23, 2026 with the asset sale. The only remaining non-trade receivable is from the Buyer of the Company’s assets and is due on October 28, 2026. The original amount held back was $1,500 and the amount has been reduced to $1,248 to reflect severance payments that were made by the Buyer on behalf of the Company. Payment of the receivable is subject to indemnity claims by the Buyer.

Receivables Financing Agreement—On August 7, 2025, the Company entered into a non-recourse factoring agreement with Tradewind GmbH (the “Factor”). This agreement was terminated in January 2026.

Inventory—The Company sold all of its inventory on or before January 23, 2026.

Property and Equipment—The Company sold all of its property and equipment on January 23, 2026. Prior to the sale, most property and equipment consisted of personal computers and related equipment.

Identifiable Intangible Assets—The Company acquired identifiable intangible assets for the trading platform and for the trademarks and domain names of DNA X. These assets were acquired on May 26, 2026 when the Company gained accounting control of DNA X LLC. The assets were recorded as fair value on May 26, 2026 based on information from a third party valuation company. The intangible assets are amortized on a straight-line bases over 5 years for software and over 10 years for trademarks. See Note 4. For the DNA X trading platform, software that was developed after May 26, 2026 is capitalized if the project has been approved, is likely to be completed, and has not been made available for its intended use. Major enhancements to the software are also capitalized. Software costs that do not meet these criteria are expensed in the current period.

Asset Acquisition vs. Business Acquisition— The Company evaluates each acquisition to determine whether the acquired set of assets and activities meets the definition of a business under ASC 805, Business Combinations. The Company may elect to apply the optional concentration test. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the acquired set is not considered a business. If the concentration test is not applied or is not met, the Company evaluates whether the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. An acquired set that does not meet the definition of a business is accounted for as an asset acquisition. See Note 7 for how this was applied to the gain of control of DNA X LLC on May 26, 2026.

Variable Interest Entities—The Company evaluates its interests in legal entities to determine whether the entity is a variable interest entity (“VIE”) and whether the Company is the primary beneficiary of the VIE in accordance with Accounting Standards Codification (“ASC”) Topic 810,Consolidation.

A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support or (ii) has equity holders that lack the characteristics of a controlling financial interest. The Company is considered the primary beneficiary of a VIE when it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If the Company is the primary beneficiary, the VIE is consolidated and all intercompany balances and transactions are eliminated. For VIEs in which the Company is not the primary beneficiary, the Company accounts for its interest under the equity method of accounting or other applicable guidance. The Company presents, on a separate line within the consolidated balance sheets, the assets of consolidated VIEs that can only be used to settle the obligations of the VIE and the liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the Company.

On May 26, 2026, the Company determined that its interest in DNA X LLC became a controlling interest and the assets of the DNA X LLC subsidiary were consolidated into the Company’s consolidated financial statements beginning on May 26, 2026

Equity Method Investments—The Company accounts for investments in entities over which it has the ability to exercise significant influence, but not control, using the equity method of accounting in accordance with ASC Topic 323,Investments—Equity Method and Joint Ventures. Significant influence is generally presumed to exist when the Company owns between 20% and 50% of the voting interests of an entity; however, the Company also considers qualitative factors such as representation on the board of directors, participation in policy-making decisions, and material intercompany transactions. Under the equity method, investments are initially recorded at cost and subsequently adjusted for the Company’s proportionate share of the investee’s net income or loss and distributions received. The Company’s share of earnings or losses is recorded as a separate line item within the consolidated statements of operations.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the Company determines that a decline in fair value is other-than-temporary, the investment is written down to its estimated fair value. Distributions received from equity method investees are accounted for as reductions of the carrying amount of the investment unless the distributions represent a return on investment. The Company discontinues applying the equity method when its investment balance is reduced to zero and resumes recognizing its share of earnings only after its share of cumulative earnings exceeds previously unrecognized losses. The Company recognized $48 in net income from its investment in DNA X LLC for the six months ended June 30, 2026. The Company recorded this $48 as other income on its unaudited condensed consolidated statement of operations. On May 26, 2026, the Company gained full control over DNA X LLC and converted its interest in DNA X LLC from an equity method investment to a consolidated entity. There was no gain or loss on the conversion as the value of the net assets acquired were equal to the carrying value of the investment.

Leases—The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases and, if significant, are recorded on the Consolidated Balance Sheets as both a right of use asset and a lease liability. There were no such leases in 2026.

Non-recurring Engineering (“NRE”) Tooling and Purchased Software Licenses—For the discontinued operations, third-party design services relating to the design of tooling materials and purchased software licenses used in the manufacturing process are capitalized and included in other assets that are part of assets held for sale.

Long-lived Assets—The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition—The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606,Revenue from Contracts with Customers.

Revenue related to the phone and hotspot business is included in discontinued operations for all periods presented. DNA X LLC was accounted for as an equity investment through May 26, 2026. After May 26, 2026, control of DNA X LLC by the Company was achieved, and subsidiary is consolidated into the Company’s financial statements as of June 30, 2026.

Revenue recognition for discontinued operations was reduced for discounts, price protection and customer incentives.

Cost of Revenues—Cost of revenue is related to the phone and hotspot business.

Advertising—The Company expenses the costs of advertising, including promotional expenses, as incurred. For the six months ended June 30, 2026 and 2025 the Company hadno advertising expenses.

Research and Development—Research and development expenses consist of compensation costs and development fees paid to third parties. The Company expenses research and development costs as incurred.

Stock-Based Compensation—The Company measures equity classified stock-based awards granted to employees, nonemployee directors, and consultants based on the estimated fair value on the date of grant and recognizes compensation expense of those awards, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. For awards subject to performance conditions, the Company evaluates the probability of achieving each performance condition at each reporting date and begins to recognize expense over the requisite service period when it is deemed probable that a performance condition will be met using the accelerated attribution method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of each restricted stock award is measured as the fair value per share of the Company’s common stock on the date of grant.

Comprehensive Income or Loss—The Company had no items of comprehensive income or loss other than net loss for the six month ended June 30, 2026 and the year ended December 31, 2025. Therefore, a separate statement of comprehensive loss has not been included in the accompanying consolidated financial statements.

Income taxes—The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company’s determinations include many decisions based on management’s knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 9.

Net Earnings (Loss) per Share—Net earnings (loss) per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. For the six months ended June 30, 2026 and 2025, for purposes of the calculation of diluted net loss per share, warrants to purchase stock, unvested restricted stock units and stock options to purchase common stock are considered potentially dilutive securities. Because we had a net loss in continuing operations, we did not present fully diluted earnings per share for the second quarter of 2026 or 2025.

**Promissory Notes—**The Company accounts for promissory notes in accordance with ASC 470,Debt. Promissory notes are initially recorded at the amount of cash proceeds received, net of any original issue discount and direct issuance costs. Debt discounts and issuance costs are amortized to interest expense over the term of the note using the effective interest rate method, which approximates the effective interest method. Interest is accrued based on the stated interest rate. For convertible notes we analyze the note’s terms and determine if the conversion feature needs to be bifurcated from the debt portion. For the two DNA Notes (see note 6) we determined that they needed to be bifurcated between the debt portion and a derivative liability for the conversion feature.

**Derivative Liability—**The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement. The Company uses a Binomial option pricing model to determine the fair value of these instruments. Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement. The Company uses a Binomial option pricing model to determine the fair value of these instruments.

**Debt Extinguishment—**The Company evaluates new debt agreements with the counterparties of existing debt holders to determine if the new debt should be accounted for as a debt modification or a debt extinguishment of the old debt. If the change in value between the new debt and the old debt is greater than or equal to 10% of the debt, then the transaction would be considered a debt extinguishment. If less than 10% then it would be considered a debt modification. See Note 6 for how this was applied to the new note on May 26, 2026.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Pronouncements adopted in 2025

In December 2023, the FASB issued ASU 2023-09*, Income Taxes*(Topic 740): Improvements to Income Tax Disclosures This guidance requires expanded annual income tax disclosures, including (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. This guidance was adopted by the Company effective for the annual period ending December 31, 2025. The adoption affected the footnote disclosures and did not have a material impact on the unaudited condensed consolidated financial statements.

Pronouncements adopted in 2026

None.

Pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

NOTE 2 —Revenue Recognition

The Company recognized revenue from discontinued operations. The Company’s contracts for its products include only one performance obligation, namely the delivery of the product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account for revenue recognition under ASC 606.

Disaggregation of net revenues

The Company did not have revenue from continuing operations.

NOTE 3—Fair value measurement

The fair value measurements standard establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the standard are described below:

Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2—Inputs to the valuation methodology include:

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used for the period ended June 30, 2026 and December 31, 2025.

Money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value (in thousands of dollars):

NOTE 4—Identifiable Intangible Assets

The company acquired identifiable intangible assets as part of the asset acquisition of DNA X LLC. The details for identifiable intangible assets as of June 30, 2026 are as follows in thousands of dollars:

The software assets will be amortized over management’s estimated useful life of 5 years and the trademarks assets will be amortized over management’s estimated useful life of 10 years. Since the Company acquired the intangible assets, the Company has not begun amortization of either asset because neither asset has been placed in service after May 26, 2026.

NOTE 5—Closing of the Asset Sale

On January 23, 2026 (the “Closing Date”) the Company (“the “Seller”) completed its previously announced sale (the “Asset Sale”) of substantially all of its assets and liabilities related to the enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet device, software, services, and accessories to Pace Car Acquisition LLC, (the “Buyer”). Excluded assets include the DNA X LLC cryptocurrency trading business, cash, and the Company’s Indian subsidiary. Excluded liabilities include compensation for employees that did not transfer to the Buyer, certain excluded corporate liabilities, and certain excluded contracts.

The purchase price of $15,000 less a working capital adjustment of $1,550 was paid in cash and for the settlement of certain liabilities of the Company, except for $1,500 that was held back by the Buyer and is due to be paid to the Seller on October 28, 2026, less any agreed upon claims. As part of the consideration, the Buyer paid Company’s existing debt of $5,476 with Streeterville Capital, LLC and $2,928 of liabilities of the Company. The Company received $3,546 in cash on the Closing Date.

The Company changed its name to DNA X, Inc. in connection with the Asset Sale. Following the closing, the Company has focused on the development and commercialization of the DNA X trading platform that uses on-chain trading protocol designed to enable users to automate certain decentralized exchange trading strategies. The Company is enhancing the platform to include trading of AI compute time.

The transaction resulted in a $15,311 pre-tax gain for Company and related tax expense of $2,295 for a post tax gain of $13,016 The transaction is included in income from discontinued operations for the first quarter of 2026. For all periods presented, the assets and liabilities sold or assumed were segregated as a disposal group. The sale of the assets represents a strategic shift away from manufacturing hardware because of the high cost of developing new products, higher costs of manufacturing products outside of China, and competition from larger competitors with more resources. As of December 31, 2025, the phone and hotspot business met the criteria for “Held for Sale” classification. Results of the phone and hotspot business have been retrospectively reclassified as discontinued operations for all periods presented. No impairment was recognized as the fair value less costs to sell was not lower than the carrying amount. Discontinued operations represent 100% of the revenue in 2025 and the first half of 2026, and approximately 89% of the Company’s assets as of December 31, 2025.

On December 30, 2025, a special stockholders’ meeting was held and stockholders voted the majority of the outstanding shares in favor of approving the asset sale. This approval made it probable that the assets sale would be completed and was the final criteria that was necessary to record the assets as held for sale. On December 31, 2025 the assets and liabilities of the phone and hotspot disposal group were classified as held for sale. The disposal group was also classified as discontinued operations as of December 31, 2025 and for the six months ended June 30, 2026.

The following schedules present the carrying amounts of major classes of assets and liabilities associated with the disposal group as of December 31, 2025, the statement of operations for the disposal group, and cash flow for the disposal group. All assets and liabilities that were held for sale on December 31, 2025, were sold or disposed of as of June 30, 2026:

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025

Non-trade receivables are from the Company’s manufactures who buy parts from the Company. The receivable is paid by the manufacturer after Company pays the related accounts payable for the inventory.

Discontinued operations activity for the six months ended 2026 covers the period January 1, 2026 through January 23, 2026. Discontinued operations activity for 2025 covers the entire three or six month period.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The following cash flows are for discontinued operations only and are supplemental to the Statement of Cash Flows that includes both continuing operations and discontinued operations.

CONSOLIDATED STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2026 and 2025

The Company ceased depreciation and amortization of property, plant, and equipment and intangible assets included in the Disposal Group starting on December 31, 2025.

NOTE 6 —Promissory Notes

Convertible Promissory Note from DNA Holdings Venture Inc., a Related Party

On December 15, 2025, the Company issued a note (the “Original DNA Note”) to DNA Holdings in exchange for proceeds of $1,200 in cash. The Original DNA Note was an unsecured obligation of the Company and would have matured on December 15, 2026. The Original DNA Note bore interest at a rate of 10% per annum, payable in cash on the earlier of (i) the Maturity Date and (ii) the date of any mandatory redemption of the Original DNA Note. Upon the occurrence and during the continuance of an event of default under the Original DNA Note, the interest rate would have increased to 20% per annum. On January 30, 2026, when an owner of DNA Holdings became a member of the Company’s board of directors, the Original DNA Note became a related party note.

On May 26, 2026, the Original DNA Note was cancelled and the $1,200 balance of the Note, plus $53 in accrued interest, was transferred to a new note with the same counterparty. This new note included an additional $1,800 that was paid in cash to the Company on May 26, 2026. The initial principal amount of the new note was $3,053 (the “New DNA Note”).

The Company reviewed the transaction to determine if it met the criteria as a debt modification or a debt extinguishment. The Company evaluated the exchange of the Original DNA Note for the New DNA Note to determine whether the transaction should be accounted for as a debt modification or a debt extinguishment. Because the present value of the cash flows under the terms of the New DNA Note differed by more than 10% from the present value of the remaining cash flows under the Original DNA Note, the Company determined that the transaction should be accounted for as a debt extinguishment. Accordingly, the Company derecognized the Original DNA Note and accounted for the New DNA Note as a new debt instrument.

On May 26, 2026, the Company derecognized the outstanding loan principal, loan discounts, accrued interest, and derivative liability for the conversion feature associated with the Original DNA Note. A gain on extinguishment of $191 was recognized with the derecognition.

The New DNA note issued on May 26, 2026 was cancelled and exchanged for preferred stock on July 8, 2026. See Note 13.

Prior to its cancellation, the New DNA Note provided for maturity on December 31, 2026, accrued interest at a rate of 10% per annum, and, subject to the prior approval of the conversion of the Note by the Company’s stockholders, would have been convertible into shares of the Company’s common stock at the election of the holder at an initial conversion price of $6.00 per share, subject to adjustment as provided in the New DNA Note, provided, that (i) during the continuance of any Event of Default (as defined in the New DNA Note), the conversion price would have been equal to 80% of the closing price of the common stock on the principal trading market on the date of conversion and (ii) upon the occurrence of a Change of Control Transaction (as defined in the New DNA Note), and subject to the prior obtainment of the aforementioned stockholder approval, the conversion price would have been equal to the lower of the closing price of the common stock on (x) the original issue date of the New DNA Note or (y) the date that the Change of Control Transaction is consummated.

The Company’s obligations under the New DNA Note were secured by a first priority lien and security interest in and to the following collateral: (i) the limited liability company membership interests owned by the Company in DNA X, LLC, and all dividends, cash, instruments, and other property from time to time received or distributed in respect thereof and all proceeds of any of the foregoing in whatever form. The security interest in the pledged collateral terminated and all rights to the pledged collateral reverted to the Company in connection with the cancellation of the New DNA Note.

The following table presents the components of the net carrying amount of the New DNA Note that is from a related party. This is the only note outstanding as of June 30, 2026. (in thousands of dollars):

Cancellation and Exchange of New DNA Note

On July 8, 2026, the full value of the New DNA Note, including accrued interest, was cancelled and exchanged for preferred stock of the Company at a purchase price of $6.00 per share. Each preferred share can be converted into one share of common stock upon stockholders’ approval. The preferred shares have no special rights to dividends and no voting rights. See Note 13.

Because the New DNA Note contained an alternate conversion price, the conversion price was not fixed, and we are required to separate the debt portion from the conversion feature portion. We determined the value of the conversion feature using a binomial tree option calculation. A debt discount of $679 was recorded based on the calculation, with the offset to a derivative liability. The debt discount is amortized on a straight-line basis through the maturity date of December 31, 2026. The derivative liability was remeasured on June 30, 2026 using the same binomial tree option calculation.

The schedule below shows the change in the fair value of the derivative liability for the December 15, 2025 DNA Holdings Note (in thousands of dollars):

For the DNA Holdings May 26, 2026 Note (in thousands of dollars):

On May 26, 2026, the Company used a binomial tree option calculation to determine the fair value of the conversion feature using the following inputs: strike price $6.00, stock price on May 26, 2026 which was $4.315, days to expiration 219, volatility 130.8%, and risk-free interest rate of 3.77%.

The closing of the note transaction on May 26, 2026 was done contemporaneously with the termination of the put option on the purchase of the DNA X LLC business. See Note 7.

Streeterville Capital LLC Notes

On January 23, 2026, the Company paid off promissory notes issued to Streeterville Capital LLC in February 2025 and July 2025 using proceeds from the transactions contemplated by the Asset Purchase Agreement. The total payoff for both notes was $5,467. See Note 5.

The effective interest rate on the February 2025 note and the July 2025 note are approximately 28.4%, and 23.0%, respectively, for the period from the date of issuance through the date they were paid in full on January 23, 2026.

The following table sets forth total interest expense recognized related to the Streeterville notes and the DNA Holdings December 15, 2025 note, and financing fees from factored accounts receivable for the three and six months ended June 30, 2026 (in thousands of dollars):

The following table presents the components of the net carrying amount of the only outstanding note as of December 31, 2025:

The effective interest rate on the Note was 22.6% for the period from the date of issuance through June 30, 2025. The following table sets forth total interest expense recognized related to the Note:

NOTE 7 —Stockholders’ Deficit

On October November 2, 2018, the Company amended and restated its previous certificate of incorporation and adjusted its authorized capital stock (par value of $0.001) to consist of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. On October 16, 2025, at a special meeting of stockholders, our stockholders approved an amendment to our amended and restated certificate of incorporation increasing the authorized shares of our common stock from 100,000,000 to 1,000,000,000. Each outstanding share of common stock entitles the holder to one vote on each matter properly submitted to the stockholders of the Company for vote. As of June 30, 2026, no shares of preferred stock have been issued. On July 8, 2026, the Company sold to DNA Holdings Class B preferred stock for the purchase of new equity and the conversion of a note. See Note 13.

Purchase of DNA X LLC Membership Units with Issuance of Redeemable Common Stock

On December 15, 2025, the Company entered into a membership interest purchase agreement with DNA Holdings pursuant to which the Company purchased 100% of the membership interests in DNA X LLC, a Delaware limited liability company, for an aggregate purchase price of 223,201 redeemable shares of the Company’s common stock that had a fair value of $1,228 on the December 15, 2025 closing date, representing 19.99% of the outstanding shares of the Company’s common stock prior to the issuance. As of May 26, 2026, the value of the stock issued was $963 based on the closing stock price on May 26, 2026.

DNA X LLC is engaged in the business of DNA X DeFi, an advanced on-chain trading protocol that lets users automate their decentralized exchange trading — things like limit orders, grid / range orders, and recurring trades. DNA X LLC operates a crypto trading platform (https//dnax.us) that allows customers to buy and sell cryptocurrencies, and to implement strategies to buy and sell cryptocurrency pairs to take advantage of fluctuations of market prices between cryptocurrency pairs. The platform allows investors to efficiently implement trading strategies, to track historical results, and to monitor other traders’ strategies. The Company purchased this business because of the growth potential of commission revenue that will be generated as more customers join the platform and as trading volume increases as additional cryptocurrencies are added. The purchase allows the Company to diversify away from the capital intensive device hardware business that has little growth potential, into an industry with huge growth potential and requires lass ongoing capital investments.

The transaction closed contemporaneously with the sale of a note for $1,200 to DNA Holdings. See Note 6.

Under the Membership Interest Purchase Agreement, DNA Holdings also agreed to vote all shares of the Company’s common stock beneficially owned by DNA Holdings in favor of the asset purchase agreement, dated July 17, 2025, as subsequently amended and as amended from time to time, by and among the Company and Pace Car Acquisition LLC. This asset purchase agreement was approved by the Company’s stockholders on December 30, 2025.

Pursuant to the Membership Interest Purchase Agreement, so long as DNA Holdings, directly or indirectly, beneficially owns at least 5% of the Company’s outstanding common stock, DNA Holdings will have the right under the Membership Interest Purchase Agreement to designate one officer and one nominee for election to the Company’s board of directors, and the Company will be required to take reasonably necessary corporate action to appoint such designees, subject to the oversight of the Company’s nominating and governance committee. DNA Holdings designated Scott Walker for appointment to the Company’s Board of Directors and on January 30, 2026 the Board of Directors appointed Scott Walker to service on the Board as a director.

The Membership Interest Purchase Agreement also grants DNA Holdings a put option (the “Put Option”). If at any time prior to June 30, 2026 (the “Put Period”) DNA X does not realize either (i) aggregate trading volume of at least $600,000,000 or (ii) aggregate revenues of at least $1,000,000 per day, DNA Holdings will have the right, during the Put Period, to exchange the shares of common stock issued to DNA Holdings under the Membership Interest Purchase Agreement for the Purchased Interests then held by the Company. To the extent not exercised during the Put Period, the Put Option will terminate upon the expiration of the Put Period. See below for discussion of termination of the Put Option on May 26, 2026.

The Company determined that it had significant influence over DNA X LLC because it participated in the governance and operations of DNA X LLC and had the ability to influence its operating and financial policies. However, while the Put Option remained outstanding, the substantive rights held by the Seller prevented the Company from having the power to direct the activities that most significantly impacted DNA X LLC’s economic performance. Accordingly, the Company accounted for its investment in DNA X LLC under the equity method of accounting until May 26, 2026, when the Put Option was terminated. The carrying amount of the Company’s investment in DNA X LLC was $1,290 as of May 26, 2026. The Company’s share of earnings from DNA X LLC was included in other income from continuing operations and was $48 for the six months ended June 30, 2026. The Company’s assessment considered DNA X LLC’s governance structure and contractual arrangements established in connection with the acquisition of its interest, including the Put Option held by the Seller. The Put Option provides the Seller with substantive kick-out rights, through the Put Period ending on May 26, 2026, when it was terminated, including the ability to remove the Company from its decision-making role over DNA X LLC’s significant activities. As a result, the Company considered DNA X LLC as a variable interest entity (“VIE”), however, the Company is not the primary beneficiary and does not control DNA X LLC. Accordingly, the Company did not consolidate DNA X LLC while the Put Option was outstanding. The Company began consolidating DNA X LLC on May 26, 2026 with the termination of the Put Option.

The Company determined that it has significant influence over DNA X LLC because until the Put Option is exercised, it controls the governance structure and directs the activities that most significantly impact DNA X LLC’s economic performance. This significant influence requires the Company to account for the investment in DNA X LLC under the equity method of accounting. The carrying amount of the Company’s investment in DNA X LLC is $1,290 as of May 26, 2026, which is the day that the Put Option was terminated. Until May 26, 2026, DNA X LLC is included as an equity method investment in the consolidated balance sheets. The Company’s share of earnings from DNA X LLC is included in other income from continuing operations in the consolidated statements of operations and was $48 for the six months ended June 30, 2026. The Company began operating the DNA X LLC operations on December 15, 2025, and continues to operate the DNA X LLC operations today.

Because the stock issued could have been returned to the Company if the Seller exercised its Put Option, the Company classified the stock issued to the Seller as redeemable common stock on the consolidated balance sheets prior to May 26, 2026. The Company considered this to be temporary equity which was not included with other permanent equity on the consolidated balance sheets. When the Put Option was terminated on May 26, 2026, the redeemable common stock was reclassified as permanent equity. The redemption value at May 26, 2026 is calculated as $963 using the $4.315 closing stock price on May 26, 2026. The change in the redemption value of $63 was charged to accumulated deficit.

The activity of the redeemable common stock is as follows:

Securities Purchase Agreement for DNA Holdings for Shares Received from the Sale of DNA X LLC

The Purchase Agreement contains customary representations and warranties of the Company and DNA Holdings. Additionally, pursuant to the Purchase Agreement, the Company made certain covenants including, but not limited to: (i) timely filing of its reports with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, (ii) restrictions on the adoption of stockholder rights plans, poison pills, or similar anti-takeover measures, (iii) limitations on the use of proceeds from the Offering to the ordinary course of business of the Company, and (vi) for so long as the DNA Note remained outstanding, a covenant not to effect or enter into any variable rate transaction (as defined in the Purchase Agreement).

Additionally, under the Purchase Agreement, DNA Holdings has agreed to a voting arrangement that is substantially identical to the voting arrangement described above under “Membership Interest Purchase Agreement.”

See Note 6 for information on the convertible promissory note that was with the same counterparty.

On May 26, 2026 the Put Option was terminated. Upon termination, the Company reevaluated its position as it relates to DNA X LLC and determined that the Company is now the primary beneficiary, as DNA Holdings no longer has the power to direct the activities that most significantly impact DNA X LLC’s economic performance. The Company’s assessment considered DNA X LLC’s governance structure and contractual arrangements established in connection with the acquisition of its interest. The termination of the Put Option eliminates the ability of DNA Holdings to remove the Company from its decision-making role over DNA X LLC’s significant activities. As a result, the Company gained full control over DNA X LLC and the Company recorded the acquisition of DNA X LLC as an asset acquisition on May 26, 2026. The Company has operated the DNA X LLC platform since December 15, 2025.

The following are the fair values of major classes of assets acquired and liabilities assumed as of the May 26, 2026 acquisition date (in thousands of dollars):

ChEF Purchase Agreement

On September 29, 2025, the Company entered into a ChEF purchase agreement (the “ChEF Agreement”) and registration rights agreement (the “Registration Rights Agreement”), each with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility.

Pursuant to the ChEF Agreement, the Company has the right from time to time at its option to sell to Chardan up to the lesser of (i) $500 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) the Exchange Cap (as defined in the ChEF Agreement), subject to certain conditions and limitations set forth in the Purchase Agreement and applicable Nasdaq listing rules. The Company is under no obligation to sell any securities to Chardan under the ChEF Agreement.

While there are distinct differences, the facility pursuant to the ChEF Agreement is structured similarly to a traditional “at-the-market” equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis. The net proceeds from any sales under the ChEF Purchase Agreement will depend on the frequency of and the prices for which the shares of our common stock are sold to Chardan. The registration statement in connection with the facility became effective on October 29, 2025.

In November 2025, the Company sold 12,300 shares of stock through the ChEF and received $79 in net proceeds. The net proceeds were used for general corporate purposes.

The ChEF agreement was terminated on May 29, 2026.

Warrants issued to Roth Capital Partners, LLC in connection with its services as placement agent with respect to a registered public offering of the Company’s common stock

The Company issued to Roth Capital Partners, LLC (“Roth”), (the “Placement Agent”) warrants to purchase up to an aggregate of 11,604 shares of Common Stock, as adjusted for the Reverse Stock Splits (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $13.50 per share, as adjusted for the Reverse Stock Splits, became exercisable until January 2, 2026, and expire on July 2, 2030. The exercise prices of the Placement Agent Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, stock combinations, reorganizations or similar events affecting the Common Stock. Subject to limited exceptions, a holder of Placement Agent Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the shares of common stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding.

NOTE 8 —Stock-Based Compensation

Stock-based compensation expense is as follows (in thousands of dollars):

In 2026, continuing operations includes the stock-based compensation of $309 for general and administrative. In 2025 the general and administrative stock-based compensation is included in discontinued operations. For both years the other stock-based compensation is all included in discontinued operations.

Stock-based compensation in Cost of Revenues relates to employees who focus on supply chain management.

Stock Options

Stock option activity for the six months ended June 30, 2026, is set forth in the table below (price per share is in dollars):

As of June 30, 2026, there was approximately $25 of unamortized stock-based compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 0.77 years.

Restricted Stock Units

Restricted Stock Unit (“RSU”) activity for the six months ended June 30, 2026, is set forth in the table below:

Warrants activity, as adjusted for the Reverse Stock Split, for the three months ended June 30, 2026, is as follows:

NOTE 9 —Income Taxes

The Company recognized income tax expense/(benefit) of $(243) and $2,295 for the three and six months ended June 30, 2026, which includes $(263) and 2,236 of discrete tax expense related to the sale of the Company’s legacy business assets. The Company recognized income tax expense of $138 and $271 for the three and six months ended June 30, 2025.

The Company’s tax expense for the six months ended June 30, 2026 is higher than our tax expense for the same period last year due to the sale of the Company’s legacy business assets.

The Company’s tax expense for discontinued operations for the six months ended June 30, 2026 is higher than its tax expense for the same period last year due to the sale of the Company’s phone and hotspot assets on January 23, 2026. Tax expense through January 23, 2026 is included in discontinued operations because they primarily relate to the sale of the assets and the gain on the sale of the assets is included in discontinued operations. After January 23, 2026, tax expense is included in continuing operations in 2026. For 2025, tax expense is included in discontinued operations.

The Company’s effective tax rate is-3.99% for the six months ended June 30, 2026, compared to 0.00% in the same period last year. This effective tax rate is calculated by dividing total tax expense for the Company by the loss from continuing operations. The Company’s effective rate is higher than the U.S federal statutory tax rate primarily due to the Company not matching the taxes on the asset sale with the income from the asset sale in the calculation.

The Company’s material income tax jurisdictions are the United States (federal and California), China and India. As a result of net operating loss and credit carryforwards, the Company is subject to audit for tax years 2023 and forward for federal and California purposes. The China and India tax years are open under the statute of limitations from 2013 and forward.

It is projected that the Company will utilize $3,477 of U.S. federal net operating loss carryovers in 2026 to partially offset the projected 2026 U.S. federal taxable income resulting from the Company’s 2026 asset sale. It is projected that the Company will have $9,615 of U.S. federal net operating loss carryovers at the end of 2026. As of June 30, 2026, the Company has a full valuation allowance on all of its U.S. federal and state deferred tax assets.

The Company is subject to ongoing tax examinations of its tax returns by the Internal Revenue Service and other tax authorities in various jurisdictions. In accordance with the guidance on the accounting for uncertainty in income taxes, the Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. As of June 30, 2026, the gross amount of unrecognized tax benefits was approximately zero. If the Company’s estimates of income tax liabilities prove to be less than the ultimate assessment, then a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period in which we determine the liabilities are no longer necessary. The Company does not anticipate any material changes to its uncertain tax positions during the next twelve months.

NOTE 10 —Commitments and Contingencies

Purchase Commitments

There are no noncancelable purchase orders as of June 30, 2026 or December 31, 2025 for continuing operations. The company stopped issuing purchase commitments in 2025 in anticipation of the closing of the asset sale.

Royalty payments

For its discontinued operations, the Company is required to pay per unit royalties to wireless essential patent holders.

General litigation

The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these other matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Indemnification

Under the terms of the asset purchase agreement, the Company has indemnification obligations for representations and warranties made by the Company. The $1,500 receivable for cash held back on the balance sheet can be used to cover indemnification obligations. There is no maximum indemnification exposure. The Company has reduced the carrying value of the receivable to $1,248 because $252 of the balance was used to cover severance liabilities that were paid by the buyer subsequent to the closing date. At the end of each period, we will adjust the carrying value of the receivable to reflect our estimate of the value of indemnity claims made by the buyer.

For discontinued operations, under the terms of its agreements with wireless carriers and other partners, the Company has agreed to provide indemnification for intellectual property infringement claims related to the Company’s products sold by them to their end customers. From time to time, the Company receives notices from these wireless carriers and other partners of a claim for infringement of intellectual property rights potentially related to their products. These infringement claims have been settled, dismissed, or have not been further pursued by the customers.

NOTE 11—Net Income (Loss) Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share. Share amounts for the periods ended June 30, 2025, have been adjusted retrospectively for the Reverse Stock Split (in thousands of dollars):

Because the Company had a net loss from continuing operations, it did not disclose diluted earnings per share amounts for discontinued operations or for overall net income.

The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive are as follows. Share amounts for the periods ended June 30, 2025, have been adjusted retroactively for the Reverse Stock Split.

NOTE 12 —Entity Level Information

Segment Information—The Company operates inone reporting segment, cryptocurrency trading, for continuing operations in 2026.

The Company’s Chief Executive Officer is the Company’s chief operating decision maker (“CODM”). The Company’s CODM primarily uses consolidated net loss to allocate resources and assess Company performance, primarily through periodic budgeting and Company performance reviews. The CODM utilizes discrete financial information at the consolidated level, including cash spending and cash forecasts.

There was no significant revenue in 2026 for continuing operations. The CODM managed spending on enhancements to the DNA X trading platform by reviewing payments made to consultants and financial forecasts.

Other than intangible software assets and intangible trademark assets, the Company has no significant long-lived assets. There are no significant customers at June 30, 2026.

NOTE 13—Subsequent Events

Securities Purchase Agreement

On June 29, 2026, the Company entered into the Securities Purchase Agreement with DNA Holdings pursuant to which the Company agreed to issue and sell, in private placement,1,346,531 shares on non-voting Series B Convertible Preferred Stock (“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. Each share of Series B Preferred Stock will be automatically converted into one share of the Company’s 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.

On July 8, 2026, the Company completed the sale of 929,864 shares of Series B Preferred Stock in exchange for $2.5 million in cash proceeds and the cancellation of $3.1 million of the outstanding balance under the convertible promissory note.

On August 7, 2026, the Company completed the sale of the remaining 416,667 shares of Series B Preferred Stock purchasable under the Securities Purchase Agreement in exchange for cash proceeds of $2.5 million. The Company expects to enter into an advisory and promote agreement (the “Consulting Agreement”) with DNA Holdings, Scott Walker and Brock Pierce (the “Consultants”) pursuant to which, among other things, the Consultants will provide services related to the promotion and development of the Company’s DNA X platform and agree not to engage in certain prohibited activities competitive with the Company during the term of the Consulting Agreement and for a period of one year thereafter in exchanged for consideration consisting of an aggregate of 2,494,000 shares of Common Stock, to be issued to the Consultants following the obtainment of the approval to such issuances by the Company’s stockholders.