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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 8, 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 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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.
*The
registrant’s tradeable warrants trade over-the-counter on OTC Pink Market operated on the OTC Markets under the trading symbol
“NAKAW”.
| Item 5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
May 8, 2026, Nakamoto Inc., a Delaware corporation (the “Company”) held the previously disclosed special meeting of
stockholders (the “Special Meeting”). Two proposals were submitted to and approved by the Company’s stockholders.
The proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting (the “Proxy
Statement”), filed with the Securities and Exchange Commission on April 17, 2026. At the Special Meeting, a total of 502,263,305
shares of the Company’s common stock, par value $0.001 (the “Common Stock”) out of a total of 690,018,254 shares
of Common Stock issued and outstanding and entitled to vote at the Special Meeting, as of March 31, 2026, the record date for the Special
Meeting, were represented in person or by proxy at the Special Meeting.
The
final results for the votes regarding each proposal are set forth below.
| 1. |
Proposal
to approve an amendment to the Company’s Certificate of Incorporation to combine outstanding shares of our Common Stock, into
a lesser number of outstanding shares, by a ratio of not less than 1-for-20 and not more than 1-for-50, with the exact ratio to be
set within this range by the Company’s board of directors (the “Board”) in its sole discretion (“Proposal
1”). The votes regarding this proposal were as follows: |
| For | |
Against | |
Abstained | |
Broker Non-Votes |
| 488,518,814 | |
12,825,785 | |
918,706 | |
0 |
| 2. |
Proposal
to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting
of proxies in the event that there are insufficient votes in favor of Proposal 1 or if there are not sufficient shares of Common
Stock present to establish a quorum. The votes regarding this proposal were as follows: |
| For | |
Against | |
Abstained | |
Broker Non-Votes |
| 488,585,900 | |
11,120,883 | |
2,556,524 | |
0 |
| Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded with the inline XBRL document) |
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 12, 2026 |
By:
|
/s/
Teresa Gendron |
| |
|
Teresa
Gendron |
| |
|
Chief
Financial Officer |