STOCK TITAN

Tim Pickett exits Nakamoto Inc. (NAKA) with severance and equity acceleration

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nakamoto Inc. reported that Tim Pickett resigned effective August 3, 2026 from all roles, including director, Chief Medical Officer and Chief Executive Officer of subsidiary Kindly LLC. The company stated his resignation was not due to any disagreement regarding financial reporting, operations, policies or practices.

Under a Separation Agreement and Release, Mr. Pickett is entitled to a lump-sum separation payment of $911,468.58, acceleration of all unvested equity awards under the 2022 and 2025 equity incentive plans, six years of directors’ and officers’ liability coverage and four years of medical professional liability coverage. The agreement includes mutual releases, ongoing confidentiality, reciprocal non-disparagement, and releases him from non-competition and non-solicitation covenants for periods after it becomes effective, following a 21-day consideration and 7-day revocation period.

Positive

  • None.

Negative

  • Departure of key leader Tim Pickett as director, Chief Medical Officer and subsidiary CEO, with a $911,468.58 cash separation payment and full acceleration of unvested equity awards.

Filing Explained

The August 3 separation agreement is not yet effective: it takes effect only after the 21-day consideration and 7-day revocation periods if Tim Pickett does not revoke it, so the $911,468.58 payment and accelerated equity awards remain conditional.

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, and exhibit attachments filed with this report.
Separation payment $911,468.58 Lump-sum severance payable to Tim Pickett under the Separation Agreement
D&O coverage period 6 years Duration Mr. Pickett remains covered as an insured under directors’ and officers’ liability insurance
Medical liability coverage period 4 years Duration of continued medical professional liability coverage for Mr. Pickett
Consideration period 21 days Time Tim Pickett has to consider the Separation Agreement before it is signed
Revocation period 7 days Period after signing during which Mr. Pickett may revoke the Separation Agreement
Resignation effective date August 3, 2026 Effective date of Tim Pickett’s resignation from all roles at Nakamoto Inc. and its affiliates
Separation Agreement and Release regulatory
"entered into a Separation Agreement and Release"
directors’ and officers’ liability insurance regulatory
"covered insured under its directors’ and officers’ liability insurance coverage"
Indemnification Agreement regulatory
"rights to indemnification, including under 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.
non-competition and non-solicitation covenants regulatory
"released from the non-competition and non-solicitation covenants applicable to him"
non-disparagement regulatory
"provides for reciprocal non-disparagement and cooperation obligations"
A non-disparagement provision is a promise in an agreement that one party will not make negative public statements about the other, like a vow to avoid “badmouthing” a business or its leaders. Investors care because such promises protect reputation and can limit public criticism that might affect a company’s stock price, signal unresolved disputes, or introduce legal risk if enforcement leads to further costs or constrained disclosure.

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

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FAQ

What executive changes did Nakamoto Inc. (NAKA) disclose regarding Tim Pickett?

Nakamoto Inc. disclosed that Tim Pickett resigned effective August 3, 2026, from all positions with the company and its affiliates, including director, Chief Medical Officer, and Chief Executive Officer of Kindly LLC, a subsidiary.

Was Tim Pickett’s resignation from Nakamoto Inc. (NAKA) due to any disagreement?

The company stated that Mr. Pickett’s resignation was not a result of any disagreement with Nakamoto Inc. on matters related to financial reporting, operations, policies or practices, clarifying that no underlying dispute triggered his departure.

What separation payment will Tim Pickett receive from Nakamoto Inc. (NAKA)?

Subject to effectiveness of the Separation Agreement, Tim Pickett will receive a lump-sum separation payment of $911,468.58, payable in a single installment during the first scheduled company pay cycle after one week following the agreement’s effective date.

How are Tim Pickett’s equity awards treated in the Nakamoto Inc. (NAKA) Separation Agreement?

Nakamoto Inc. agreed to accelerate all unvested portions of Tim Pickett’s outstanding equity awards under the 2022 Equity Incentive Plan and the 2025 Equity Incentive Plan, so those awards vest in full in connection with his separation.

What ongoing insurance protections does Tim Pickett receive from Nakamoto Inc. (NAKA)?

For six years after the Separation Agreement becomes effective, Mr. Pickett remains an insured under directors’ and officers’ liability insurance, and for four years he receives medical professional liability coverage, on the same terms as applicable during his employment.

When does Tim Pickett’s Separation Agreement with Nakamoto Inc. (NAKA) become effective?

The Separation Agreement includes a 21-day consideration period and a 7-day revocation period. It becomes effective on the first day after the revocation period expires, provided Mr. Pickett does not revoke his acceptance during that time.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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): August 3, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 3, 2026, Tim Pickett resigned from all positions that he held with Nakamoto Inc., a Delaware corporation (the “Company”), and its affiliates, including as a director of the Company, Chief Medical Officer of the Company, and Chief Executive Officer of Kindly LLC, in each case effective August 3, 2026. Mr. Pickett’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s financial reporting, operations, policies or practices. The Company thanks Mr. Pickett for his service and contributions.

 

On August 3, 2026, the Company and Mr. Pickett entered into a Separation Agreement and Release (the “Separation Agreement”). Subject to Mr. Pickett’s execution and non-revocation of the Separation Agreement, the Company agreed to pay Mr. Pickett a separation payment in the gross amount of $911,468.58, less applicable tax withholdings and other lawful deductions, payable in a single installment on or during the first scheduled Company pay cycle occurring after the date that is one week following the Separation Agreement Effective Date (as defined below). In addition, the Company agreed to accelerate all unvested portions of Mr. Pickett’s outstanding equity awards under the Company’s 2022 Equity Incentive Plan and the Company’s 2025 Equity Incentive Plan, include Mr. Pickett as a covered insured under its directors’ and officers’ liability insurance coverage for six years following the effective date of the Separation Agreement on the same terms and conditions as for the Company’s other officers and directors, and provide medical professional liability coverage for Mr. Pickett for four years following such date on the same terms and subject to the same limitations as during his employment. Except for the payments and benefits provided under the Separation Agreement, Mr. Pickett’s compensation and benefits from the Company ceased as of his last day of employment.

 

The Separation Agreement provides for, among other things, mutual releases of claims (subject to customary exceptions, including claims that may not be waived as a matter of law and each party’s right to enforce the Separation Agreement), confidentiality obligations of Mr. Pickett, and reciprocal non-disparagement and cooperation obligations. The releases do not extend to Mr. Pickett’s rights to indemnification, including under the Indemnification Agreement dated May 4, 2026, which remains in effect in accordance with its terms, or to claims to insurance available under any applicable directors’ and officers’ liability insurance policy.

 

Effective as of the Separation Agreement Effective Date, Mr. Pickett is released from the non-competition and non-solicitation covenants applicable to him with respect to the Company and its affiliates for periods from and after the Separation Agreement Effective Date, but his confidentiality covenants remain in effect. The Separation Agreement includes a 21-day consideration period and a 7-day revocation period and will become effective on the first day following the expiration of the revocation period, provided that Mr. Pickett does not revoke it (the “Separation Agreement Effective Date”).

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1†+   Separation Agreement and Release, dated August 3, 2026, by and between Nakamoto Inc. and Tim Pickett.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

† Certain schedules to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

 

+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 

 

 

 

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: August 4, 2026 By: /s/ David Bailey
    David Bailey
    Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

5 documents