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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): May 21, 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.
*The
registrant’s tradeable warrants trade over-the-counter on OTC Pink Market operated on the OTC Markets under the trading symbol
“NAKAW”.
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 21, 2026, the board of directors (the “Board”) of Nakamoto Inc., a Delaware corporation (the “Company”) approved
an increase in the number of directors constituting the Board from six (6) to seven (7) and appointed Tyler Evans, Chief Investment Officer
of the Company, as a Class II director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor
is duly elected and qualified. Mr. Evans will not serve on any committees of the Board. Mr. Evans does not qualify as an independent
director for purposes of Nasdaq Stock Market LLC listing rules, as well as applicable rules of the United States Securities and Exchange
Commission (the “SEC”). Mr. Evans will not receive additional compensation in connection with his service on the Board and
there will be no modification to Mr. Evans’ existing compensation arrangement as Chief Investment Officer of the Company.
Mr.
Evans’ full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to
Mr. Evans, are included in the Company’s Annual Report on Form 10-K, filed by the Company with the SEC on March 30, 2026, and are
incorporated into this Item 5.02 by reference.
There
are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was named a director of the Company.
Mr. Evans does not have any family relationship with the Company’s directors or executive officers or any persons nominated or
chosen by the Company to be a director or executive officer. Mr. Evans has not entered into any material plan, contract, arrangement
or amendment in connection with his appointment to the Board.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 20, 2026, the Company filed a certificate of amendment to the Company’s Amended Certificate of Incorporation (the “Certificate
of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the shares of
the Company’s common stock, par value $0.001 per share (“Common Stock”), effective as of 12:01 a.m., Eastern Time,
on May 22, 2026 (the “Reverse Stock Split” and the effective time of the Reverse Stock Split, the “Effective Time”).
The Common Stock began trading on a post-split basis on the Nasdaq Capital Market (“Nasdaq”) as of the open of trading on
May 22, 2026. The ticker symbol for the Common Stock remains “NAKA”.
As
previously disclosed, at the Special Meeting of Stockholders held on May 8, 2026 (the “Special Meeting”), the Company’s
stockholders approved the Certificate of Amendment and authorized the Board
to determine the ratio of the reverse stock split within a specified range of 1-for-20 and 1-for-50. Following the Special Meeting, the
Board determined to effect the Reverse Stock Split at a ratio of 1-for-40.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional
share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof. Based upon the Reverse Stock Split ratio,
proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock issuable upon the exercise
of all outstanding Common Stock options, pre-funded warrants, tradable warrants, non-tradable warrants, and equity plans. To the extent
any fractional share would be issued pursuant to the Company’s equity plans, such share will be rounded down in connection with
the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately
based upon the Reverse Stock Split ratio.
VStock
Transfer, LLC (“VStock”) is acting as paying agent for the Reverse Stock Split and will adjust registered stockholders’
book-entry accounts to reflect the applicable ratio automatically. Stockholders owning shares via a broker or other nominee will have
their positions automatically adjusted to reflect the Reverse Stock Split, subject to the brokers’ particular processes, and generally
will not be required to take any action.
On
May 22, 2026, the Company’s Common Stock began trading on Nasdaq on a Reverse Stock Split-adjusted basis. The new CUSIP number
for the Company’s Common Stock following the Reverse Stock Split is 49457M205. The CUSIP number for the Company’s tradeable
warrants, which are quoted on OTC Pink Market, did not change.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
May 20, 2026, the Company issued a press release announcing that the Reverse Stock Split would become effective at 12:01 a.m.
Eastern Time on May 22, 2026, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On May 22, 2026, the Company issued a press release announcing Mr. Evans’ appointment, a copy of which is attached
as Exhibit 99.2 hereto and is incorporated herein by reference.
The
information in Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment to the Restated Certificate of Incorporation of Nakamoto Inc. |
| 99.1 |
|
Press
Release Announcing Reverse Stock Split dated May 20, 2026. |
| 99.2 |
|
Press Release Announcing Board Expansion, dated May 22, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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 22, 2026 |
By: |
/s/
Teresa Gendron |
| |
|
Teresa Gendron |
| |
|
Chief Financial Officer |
Exhibit 99.1
Following
Stockholder Approval, Nakamoto Announces 1-for-40 Reverse Stock Split to be Effective on May 22, 2026
Intended
to Support Compliance with Nasdaq’s Minimum Bid Price Requirement for Continued Listing
NASHVILLE,
Tenn. – May 20, 2026 – Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”), today
announced a 1-for-40 reverse stock split of its outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split
will become effective at 12:01 a.m. ET on May 22, 2026. The Company’s common stock is expected to begin trading on a split-adjusted
basis on the Nasdaq under the same symbol “NAKA” when the market opens on May 22, 2026, with the new CUSIP number 49457M205.
At
the Company’s special meeting of stockholders held on May 8, 2026, the Company’s stockholders approved a proposal to allow
the Board to proceed with a reverse split of no less than 1-for-20 shares of common stock and no more than 1-for-50 shares of common
stock. Subsequently, the Board approved the 1-for-40 shares of common stock ratio for the Reverse Stock Split.
The
Reverse Stock Split is intended to increase the per share trading price of the Company’s common stock to regain compliance with
the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Reverse
Stock Split will reduce the number of outstanding shares of the Company’s common stock from approximately 696.1 million shares
pre-reverse split to approximately 17.4 million shares post-reverse split.
The
number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the Reverse Stock Split,
every 40 shares of Nakamoto’s pre-reverse split common stock will be combined and reclassified into one share of common stock.
Proportionate voting rights and other rights of such holders will not be affected by the Reverse Stock Split. No fractional shares will
be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will
automatically be entitled to receive cash in lieu of such fractional share.
In
accordance with the terms of the Company’s outstanding tradeable warrants, non-tradeable warrants, prefunded warrants, equity incentive
plans, and applicable award agreements, the number of shares underlying outstanding tradeable warrants, non-tradeable warrants, prefunded
warrants, equity awards will be proportionately adjusted, and any exercise prices will be proportionally adjusted, to reflect the Reverse
Stock Split.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as paying agent for the Reverse Stock Split. Following the effective
time of the Reverse Stock Split, VStock Transfer, LLC will adjust registered stockholders’ book-entry accounts to reflect the applicable
ratio automatically. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect
the Reverse Stock Split, subject to the brokers’ particular processes, and generally will not be required to take any action in
connection with the Reverse Stock Split.
For
additional information regarding the Reverse Stock Split, please refer to Nakamoto’s Definitive Proxy Statement filed with the
Securities and Exchange Commission (the “SEC”) on April 17, 2026 (the “Proxy Statement”). The Proxy Statement
is available at www.sec.gov or at the Company’s website at www.nakamoto.com. Additional information regarding this
reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the SEC on or about May 22,
2026.
About
Nakamoto Inc.
Nakamoto
Inc. (Nasdaq: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media &
information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent company
of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference, and Bitcoin
for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments across
the Bitcoin ecosystem. For more information, visit nakamoto.com.
Forward-Looking
Statements
All
statements, other than statements of historical fact, included in this communication that address activities, events or developments
that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.
federal securities laws.
Forward-looking
statements can be identified by the use of words such as “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “intend,” “could,”
“would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,”
“see,” “aim,” “target,” or the negative of such terms or other variations thereof. However, the absence
of these words does not mean that the statements are not forward-looking. Forward-looking statements in this press release include, but
are not limited to, statements regarding the Reverse Stock Split, the expected effect on the per share trading price of common stock,
Nakamoto’s ability to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Capital
Market, the expected number of post-split shares outstanding, and the treatment of fractional shares. These forward-looking statements
are inherently uncertain and involve numerous assumptions and risks. Factors that could cause actual results to differ materially from
those projected include, but are not limited to: (i) the Reverse Stock Split may not result in a sustained increase in the per share
trading price of Nakamoto’s common stock; (ii) the Reverse Stock Split may decrease the trading liquidity of Nakamoto’s common
stock; (iii) the Reverse Stock Split may not result in Nakamoto regaining compliance with Nasdaq’s minimum bid price requirement;
(iv) Bitcoin market volatility; and (v) other important factors detailed in Nakamoto’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and other documents that are filed, or will be filed, with the SEC and that are or will be
available on Nakamoto’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov. All forward-looking
statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any forward-looking
statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation to correct or update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing
contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation
of any proxy or vote. Past performance is not indicative of future results.
Media
Contact
Carissa
Felger / Sam Cohen
Gasthalter
& Co.
(212)
257-4170
Nakamoto@gasthalter.com
Investor
Relations Contact
Steven
Lubka
VP
of Investor Relations
(615)
701-8889
Investors@nakamoto.com
Exhibit 99.2
Nakamoto
Announces Expansion of Board of Directors
Appoints
Tyler Evans to Company Board
NASHVILLE,
Tenn. – May 22, 2026 – Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”) today
announced that its Board of Directors (the “Board”) has increased the size of the Board from six to seven members and appointed
Tyler Evans, Chief Investment Officer of Nakamoto, to fill the newly created vacancy as a Class II Director. The appointment is effective
May 22, 2026.
With
his appointment to the Board, Mr. Evans expands his leadership role at Nakamoto alongside his position as Chief Investment Officer, where
he leads the Company’s origination and investment strategy.
“Tyler
brings a strong combination of operational discipline, capital markets knowledge, and public company experience that will be increasingly
important as Nakamoto continues to scale,” said David Bailey, Chairman and CEO of Nakamoto. “As we continue to prioritize
thoughtful balance sheet management, strategic capital allocation, and long-term shareholder value creation, we believe Tyler’s
experience and perspective will be a meaningful addition to the Board.”
Tyler
Evans brings deep expertise in Bitcoin-native capital markets and asset management to the Board. In addition to his role at Nakamoto,
he serves as Chief Investment Officer of UTXO Management, where he leads the firm’s investment strategy across public and private
market opportunities in the Bitcoin ecosystem. He currently serves on the boards of Metaplanet Inc., The Smarter Web Company Plc, and
Matador Inc.
About
Nakamoto Inc.
Nakamoto
Inc. (Nasdaq: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media &
information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent company
of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference, and Bitcoin
for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments across
the Bitcoin ecosystem. For more information, visit nakamoto.com.
Forward-Looking
Statements
All
statements, other than statements of historical fact, included in this press release that address activities, events or developments
that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.
federal securities laws. Forward-looking statements can be identified by the use of words such as “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,” “create,”
“intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,”
“look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,”
“allow,” “seek,” “see,” “aim,” “target,” or the negative of such terms or
other variations thereof. However, the absence of these words does not mean that the statements are not forward-looking.
Forward-looking
statements in this press release include, but are not limited to, statements regarding: Mr. Evans’ expected contributions to the
Board and his anticipated impact on the Company’s strategy; the Company’s Bitcoin treasury and asset management strategy,
including the deployment and management of its Bitcoin holdings; the Company’s Bitcoin derivatives program, including the expected
generation of yield on treasury assets, capital efficiency, and the effectiveness of hedging strategies; capital allocation plans; the
planned wind-down of legacy healthcare operations and the expected timeline for completion; expectations regarding the scaling of operating
businesses and expansion of revenue opportunities; the Company’s financial outlook, strategic initiatives, business plans, and
growth strategies; and anticipated operational performance for future periods. These forward-looking statements are inherently uncertain
and involve numerous assumptions and risks. Factors that could cause actual results to differ materially from those projected include,
but are not limited to: (i) the volatility of Bitcoin prices and its impact on the Company’s financial results, including mark-to-market
gains and losses on Bitcoin holdings; (ii) the acquisitions of BTC Inc. and UTXO Management may not provide the anticipated benefits,
including the inability of the acquired businesses to maintain or grow their current levels of earnings, the Company’s inability
to successfully realize cross-selling opportunities, or difficulties and unanticipated costs relating to integration; (iii) risks related
to the Company’s existing indebtedness, including collateral requirements, covenant compliance, and cross-default risk; (iv) regulatory
developments affecting digital assets and the Company’s business operations; and (v) other important factors detailed in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the
Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that are filed, or will be filed, with
the SEC and that are or will be available on the Company’s website at www.nakamoto.com and on the website of the SEC at
www.sec.gov.
All
forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not undertake any obligation
to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute
a solicitation of any proxy or vote. Past performance is not indicative of future results.
Media
Contact
Carissa
Felger / Sam Cohen
Gasthalter
& Co.
(212)
257-4170
Nakamoto@gasthalter.com
Investor
Relations Contact
Steven
Lubka
VP
of Investor Relations
(615)
701-8889
Investors@nakamoto.com
