Nakamoto Inc. (NAKA) stockholders approve two proposals at May 2026 special meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nakamoto Inc. reported the results of a special meeting of stockholders held on May 8, 2026. Stockholders approved two proposals that had been described in the company’s definitive proxy statement filed on April 17, 2026.

At the meeting, 502,263,305 shares of common stock were represented in person or by proxy out of 690,018,254 shares issued, outstanding, and entitled to vote as of March 31, 2026. One proposal received 488,518,814 votes for, 12,825,785 against, and 918,706 abstentions. The other proposal received 488,585,900 votes for, 11,120,883 against, and 2,556,524 abstentions, with no broker non-votes recorded for either item.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares entitled to vote: 690,018,254 shares Shares represented at meeting: 502,263,305 shares Proposal 1 votes for: 488,518,814 votes +5 more

8 metrics

Shares entitled to vote 690,018,254 shares Common stock issued, outstanding, and entitled to vote as of March 31, 2026

Shares represented at meeting 502,263,305 shares Shares represented in person or by proxy at May 8, 2026 special meeting

Proposal 1 votes for 488,518,814 votes Votes in favor of first proposal at special meeting

Proposal 1 votes against 12,825,785 votes Votes against first proposal at special meeting

Proposal 1 abstentions 918,706 votes Abstentions on first proposal, broker non-votes 0

Proposal 2 votes for 488,585,900 votes Votes in favor of second proposal at special meeting

Proposal 2 votes against 11,120,883 votes Votes against second proposal at special meeting

Proposal 2 abstentions 2,556,524 votes Abstentions on second proposal, broker non-votes 0

Key Terms

special meeting of stockholders, definitive proxy statement, broker non-votes, emerging growth company, +1 more

5 terms

special meeting of stockholders financial

"On May 8, 2026, Nakamoto Inc. ... held the previously disclosed special meeting of stockholders"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

definitive proxy statement financial

"The proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

broker non-votes financial

"For | | Against | | Abstained | | Broker Non-Votes 488,518,814 | | 12,825,785 | | 918,706 | | 0"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

inline XBRL technical

"Cover Page Interactive Data File (embedded with the inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/12/2026 - 04:15 PM

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.

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

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Nakamoto Inc. (NAKA) announce in its latest 8-K filing?

Nakamoto Inc. announced final voting results from a May 8, 2026 special stockholder meeting, confirming that two proposals described in its April 17, 2026 definitive proxy statement were approved by stockholders.

How many Nakamoto Inc. (NAKA) shares were eligible and represented at the special meeting?

A total of 690,018,254 common shares were issued, outstanding, and entitled to vote as of March 31, 2026. Of these, 502,263,305 shares were represented in person or by proxy at the May 8, 2026 special meeting.

What were the vote results for the first proposal at Nakamoto Inc.’s special meeting?

The first proposal received 488,518,814 votes for, 12,825,785 votes against, and 918,706 abstentions, with no broker non-votes. These results show strong support among the shares that were represented at the special meeting.

What were the vote results for the second proposal at Nakamoto Inc.’s special meeting?

The second proposal received 488,585,900 votes for, 11,120,883 votes against, and 2,556,524 abstentions, with zero broker non-votes. This indicates that the second proposal also passed with substantial stockholder support among participating shares.

Where were Nakamoto Inc.’s special meeting proposals originally described for NAKA investors?

The two proposals approved at the May 8, 2026 special meeting were described in Nakamoto Inc.’s definitive proxy statement for the meeting, which was filed with the Securities and Exchange Commission on April 17, 2026.

Filing Exhibits & Attachments

4 documents