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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 |