Nakamoto updates director and officer protections

Nakamoto Inc. approved a revised indemnification agreement for its directors and officers and entered into this agreement with all current incumbents, planning to use it for future leaders as well.

Accepted by SEC EDGAR 05/07/2026 - 07:00 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Nakamoto Inc. approved a revised indemnification agreement for its directors and officers and entered into this agreement with all current incumbents, planning to use it for future leaders as well.

The agreement commits the company to indemnify each indemnitee to the fullest extent permitted by Delaware law for losses and expenses arising from their service, and to advance expenses within 30 days of a written request, subject to repayment only after a final, non-appealable decision denying indemnification. It adds a presumption in favor of indemnification, allows independent counsel chosen by the indemnitee to decide entitlement after a change in control, and includes a commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance. Obligations are limited by customary exclusions, including clawbacks, Section 16(b) profit disgorgement, and conduct finally adjudicated as knowing fraud or willful misconduct.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Expense advancement period: 30 days

1 metrics

Expense advancement period 30 days Time to advance expenses after written request under Indemnification Agreement

Key Terms

Indemnification Agreement, directors’ and officers’ liability insurance, Section 16(b) of the Securities Exchange Act of 1934, change in control

4 terms

Indemnification Agreement regulatory

"approved a revised form of director and officer indemnification agreement (the “Indemnification Agreement”)"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

directors’ and officers’ liability insurance regulatory

"the Company’s commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance"

Section 16(b) of the Securities Exchange Act of 1934 regulatory

"disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934, as amended"

change in control regulatory

"independent counsel selected by the Indemnitee to make determinations of entitlement following a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did Nakamoto Inc. (NAKA) disclose for its leaders?

Nakamoto Inc. adopted a revised indemnification agreement for all current directors and officers. The agreement will also be used with future leaders, updating protections already in the charter and bylaws and clarifying how legal costs and potential liabilities are handled for individuals serving the company.

How does Nakamoto Inc.’s new Indemnification Agreement protect directors and officers?

The agreement provides indemnification to the fullest extent permitted by Delaware law. It covers losses and expenses from civil, criminal, administrative, or investigative proceedings arising from service as a director or officer, including roles at other entities at the company’s request, subject to specific limitations and exclusions described in the document.

When will Nakamoto Inc. advance legal expenses under the new agreement?

The company will advance expenses within 30 days after receiving a written request from an indemnitee. This advancement can be slightly extended in limited circumstances, and repayment is required only if a final, non-appealable court decision determines the individual is not entitled to indemnification.

What happens under Nakamoto Inc.’s indemnification terms after a change in control?

Following a change in control, an indemnitee may have entitlement determinations made by independent counsel chosen by the indemnitee. This structure is intended to ensure decisions about indemnification and expense advancement are made independently of any new controlling interests in the company.

What key exclusions apply in Nakamoto Inc.’s Indemnification Agreement?

The agreement excludes obligations related to clawback or compensation recoupment policies, disgorgement of profits under Section 16(b) of the Exchange Act, and conduct finally adjudicated as knowing fraud or willful misconduct, as well as other customary limitations detailed in the agreement language.

Does Nakamoto Inc. address insurance coverage in the new indemnification terms?

Yes. The company commits to use reasonable best efforts to maintain directors’ and officers’ liability insurance. That insurance is intended to provide coverage for the indemnitees, complementing the contractual indemnification and expense advancement protections in the updated agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2026

Nakamoto Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

300 10th Ave South, Nashville, TN		37203
(Address of Principal Executive Offices)		(Zip Code)

(615) 676-8668

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	NAKA	The Nasdaq Stock Market LLC
Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share	NAKAW	OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information regarding the Indemnification Agreement (as hereinafter defined) set forth in Item 5.02 below is incorporated in this Item 1.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, the Board of Directors of Nakamoto Inc. (the “Company”) approved a revised form of director and officer indemnification agreement (the “Indemnification Agreement”) and the Company entered into Indemnification Agreements with each of its current directors and officers (and expects to use such form with future directors and officers) (each, an “Indemnitee” and, collectively, the “Indemnitees”). The new form Indemnification Agreement supersedes the Company’s previous form of indemnification agreement.

The Indemnification Agreement updates and supplements the indemnification rights and obligations of the Indemnitee and of the Company already included in the Company’s Amended Certificate of Incorporation and Amended and Restated Bylaws. Subject to certain exceptions specified in the Indemnification Agreement, the Company will indemnify each Indemnitee to the fullest extent permitted by Delaware law against losses and expenses (including attorneys’ fees) incurred in connection with any threatened, pending or completed civil, criminal, administrative or investigative proceeding arising by reason of the Indemnitee’s service as a director or officer of the Company or, at the Company’s request, in similar capacities at other entities, and will advance such expenses within 30 days following receipt of a written request (subject to a limited extension in certain circumstances), with repayment required only if it is ultimately determined by a final, non-appealable judicial decision that the Indemnitee is not entitled to indemnification. The Indemnification Agreement also provides for, among other things, a presumption of entitlement to indemnification and advancement of expenses (with the Company bearing the burden of overcoming such presumption), the use of independent counsel selected by the Indemnitee to make determinations of entitlement following a change in control of the Company (as defined in the Indemnification Agreement), and the Company’s commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance providing coverage to the Indemnitees. The Company’s obligations under the Indemnification Agreement are subject to customary limitations and exclusions, including with respect to reimbursements pursuant to any clawback or compensation recoupment policy, disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, and conduct that has been determined by a final, non-appealable adjudication to constitute knowing fraud or willful misconduct.

The foregoing summary and description of the provisions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Form of Indemnification Agreement.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	NAKAMOTO INC.

Dated: May 7, 2026	By:	/s/ Teresa Gendron
		Teresa Gendron
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 92.5 KB