Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item Departure 5.02 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.…
Filed Aug 27, 2026Accepted Aug 27, 2026, 7:32 AM EDTCIK 1178697Accession 0001493152-26-040324
Sonim Technologies, based in the United States, is a leading provider of enterprise 5G solutions, offering a robust portfolio that includes rugged handsets, smartphones, wireless internet devices, software, services, and accessories. These products are engineered for reliable communication in challenging and unpredictable environments, serving sectors such as critical communications, first responders, government, industrial, construction, hospitality, and logistics. We currently have products available at all three U.S. Tier-one carriers – AT&T, T-Mobile and Verizon as well as the three primary carriers in Canada – Bell, Telus and Rogers, and Telstra in Australia. These carriers then resell our products, along with network services, to end customers focusing on two primary end markets: industrial enterprise and public sector. We also sell our products through distributors and resellers in various markets, including Europe and South Africa.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item Departure
5.02 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.