Every 8-K that Nakamoto Inc. (NAKA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NAKA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NAKA filings page.
Nakamoto Inc. reported second-quarter 2026 total operating revenues of $35.9 million, its first full quarter as an integrated Bitcoin-focused company. Revenue included $25.6 million from media and information services and asset management, and $10.4 million from its Bitcoin treasury and derivatives strategy.
GAAP results were heavily affected by non-cash items, including a $105.2 million goodwill impairment and $48.7 million of mark-to-market losses on digital assets, leading to a GAAP operating loss of $149.1 million and a net loss of $133.0 million, or $6.65 per diluted share. Excluding these and other adjustments, adjusted operating income was $7.3 million, the first positive quarter since becoming a Bitcoin operating company.
Liquidity actions were significant: the company repaid 45 million USDT of its Bitcoin-backed loan, ending June 30, 2026 with $19.1 million in cash, total debt of $164.7 million, and a Net Leverage – Digital Assets Ratio of 56%. Nakamoto held 4,467 Bitcoin worth about $261.5 million at quarter-end, and its flagship Bitcoin 2026 conference generated $22.6 million in revenue.
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.
Nakamoto Inc. disclosed that its Audit Committee dismissed Sadler, Gibb & Associates, LLC as its independent registered public accounting firm on June 17, 2026, and on the same day approved the engagement of Wolf & Company, P.C. as the new auditor for the fiscal year ending December 31, 2026 and related 2026 interim periods.
The company states there were no disagreements with Sadler on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events, other than a previously disclosed material weakness in internal control over financial reporting described in its Form 10-K for the year ended December 31, 2025. Sadler’s reports on the 2024 and 2025 financial statements contained no adverse opinions or disclaimers and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Nakamoto Inc. also notes that it did not consult Wolf in recent years on accounting principles, potential audit opinions, or matters involving disagreements or reportable events before this appointment. Sadler has been asked to provide a letter to the SEC stating whether it agrees with the company’s descriptions of these matters.
Nakamoto Inc. reworked its financing with Kraken and adjusted its Bitcoin-backed debt while authorizing a new share repurchase plan. The company replaced its prior term sheet with a restructured loan of 210,000,000 USDT secured by 4,405 Bitcoin, then sold approximately 600 Bitcoin and derivatives for about $48 million and used $45 million to cut the principal to 165,000,000 USDT.
A new June loan term sheet now governs the 165,000,000 USDT balance, secured solely by Bitcoin in a collateral account, with 60,000,000 USDT maturing on December 4, 2026 and 105,000,000 USDT on June 30, 2027, at a loan fee of 7.75%–8.00% per annum depending on collateral levels. Nakamoto expects these changes to reduce annual financing costs by about $4 million and reports holding roughly 4,467 Bitcoin after the transactions. The board also approved a 2026 share repurchase program of up to $25 million and the company regained compliance with Nasdaq’s minimum $1 bid price rule.
Nakamoto Inc. is implementing a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 22, 2026. The move is intended to raise the share price to meet Nasdaq’s $1.00 minimum bid price requirement for continued listing. The split will reduce outstanding common shares from approximately 696.1 million to approximately 17.4 million, without changing authorized shares or par value, and holders will receive cash instead of fractional shares. Related warrants, options and equity awards will be proportionally adjusted. The company also expanded its board from six to seven members and appointed Chief Investment Officer Tyler Evans as a Class II director without additional compensation.
Nakamoto Inc. reported first-quarter 2026 results, with total operating revenue of $2.7 million, up from $0.6 million a year earlier as it began operating its acquired media, asset management, and advisory businesses.
The company recorded a GAAP operating loss of $126.2 million, driven mainly by a $102.5 million mark-to-market loss on Bitcoin as the price fell from $87,519 on December 31, 2025 to $68,220 on March 31, 2026, plus $7.9 million of investment losses. A further $107.7 million non‑operating loss on a related‑party call option brought net loss to $238.8 million, or $(0.38) per share.
On a non‑GAAP basis, Adjusted operating loss was $7.8 million, excluding digital asset fair value changes, investment losses, depreciation, and transaction‑related items. Cash on hand was $35.3 million, and enterprise value was $327 million. Shares outstanding were 690.0 million, with fully diluted shares outstanding of 892.7 million.
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.
Nakamoto Inc. approved a revised indemnification agreement for its directors and officers and entered into this agreement with all current incumbents, planning to use it for future leaders as well.
The agreement commits the company to indemnify each indemnitee to the fullest extent permitted by Delaware law for losses and expenses arising from their service, and to advance expenses within 30 days of a written request, subject to repayment only after a final, non-appealable decision denying indemnification. It adds a presumption in favor of indemnification, allows independent counsel chosen by the indemnitee to decide entitlement after a change in control, and includes a commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance. Obligations are limited by customary exclusions, including clawbacks, Section 16(b) profit disgorgement, and conduct finally adjudicated as knowing fraud or willful misconduct.
Nakamoto Inc. filed an amended current report to expand disclosure around its acquisitions of BTC Inc. and UTXO Management GP, LLC. The amendment adds audited 2025 and 2024 financial statements and management discussions for both acquired businesses, plus unaudited pro forma combined results for the year ended December 31, 2025 giving effect to the mergers.
BTC Inc. shows strong growth, with 2025 revenue of $66.0 million versus $31.4 million in 2024 and net income rising to $14.8 million from $3.6 million. Events contributed $53.6 million of 2025 revenue, while newer advisory services added $2.2 million. As of December 31, 2025 BTC held $11.1 million in cash, total assets of $30.2 million, and management concluded there is no substantial doubt about its ability to continue as a going concern.
Nakamoto Inc. reported fourth-quarter 2025 revenue of $444,924 and net income of $37.3 million, driven largely by a $204.5 million gain from the change in fair value of a related-party call option. This offset a substantial loss on Bitcoin-related items.
For full-year 2025, revenue was $1.8 million and the company recorded an operating loss of $197.1 million and a net loss of $52.2 million, mainly from a $166.1 million loss on changes in the fair value of digital assets and a $9.9 million loss on investments.
Nakamoto has transformed into a Bitcoin-focused operating company, acquiring BTC Inc and UTXO Management, exiting legacy healthcare operations, and completing a buyback of 2,332,206 shares. As of December 31, 2025, it held 5,342 Bitcoin and reported enterprise value of $341 million. Subsequent to year-end, it sold about $20 million of Bitcoin to fund a U.S. dollar operating reserve.
Nakamoto Inc. completed stock-for-stock acquisitions of BTC Inc. and UTXO Management GP, LLC, issuing and assuming in total 364,795,104 Nakamoto common shares valued at approximately $81.6 million based on a $0.248 share price. BTC holders received 259,886,237 shares plus 78,427,012 shares reserved for assumed BTC options, while UTXO holders received 26,481,860 shares, with portions of both consideration packages held back for post-closing adjustments and indemnities.
The deals add businesses that together generated about $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income in the 12 months ended September 30, 2025. As of February 25, 2026, common shares outstanding were 683,451,950 and fully diluted shares were 890,148,039. Key insiders now hold significant stakes, including D. Bailey at 17.46%, C. Bailey at 14.47%, and Evans at 6.44%, with their merger shares subject to lock-up agreements for up to 12 months.
Nakamoto Inc. filed a Regulation FD update after its CEO discussed pending acquisitions of BTC Inc. and UTXO Management GP, LLC on an X Space hosted by Bitcoin Magazine. During that event he loosely described the targets’ combined revenue as “over roughly $100 million.”
Using preliminary unaudited figures for the 12 months ended December 31, 2025, Nakamoto now states that BTC and UTXO actually generated $78 million of combined revenue. It also discloses a non-GAAP profitability metric for an earlier period: based on preliminary unaudited results for the 12 months ended September 30, 2025, the combined EBITDA of BTC and UTXO was $34,180,486.
The company explains how it defines EBITDA and presents it as a supplemental, non-GAAP measure alongside a reconciliation from GAAP net income. The filing also reiterates extensive forward-looking statement language and risks related to closing and integrating the mergers and to Bitcoin market volatility.
Nakamoto Inc. entered definitive all-stock merger agreements to acquire BTC Inc. and UTXO Management, expanding its Bitcoin-focused media, events and asset management platform. Nakamoto exercised its option under prior marketing agreements and will issue 336,804,102 shares of common stock for BTC and 26,785,714 shares for UTXO, both priced at $1.12 per share. Based on Nakamoto’s $0.2951 closing price on February 13, 2026, total consideration of 363,589,816 shares is valued at about $107.3 million, subject to customary purchase price adjustments and holdbacks. Independent and audit committee approvals were obtained, prior shareholder approval covers up to 600 million shares at $1.12, and key BTC and UTXO holders will be subject to six- and twelve‑month lock-ups after closing.
Nakamoto Inc. filed a current report outlining a change to its existing financing arrangement with Payward Interactive, Inc.. Through its subsidiary Nakamoto Holdings, the company entered into a First Amendment to its Master Loan Agreement. This amendment allows a designated trading wallet at Payward to be funded and formally designates that trading wallet as collateral.
The trading wallet will secure obligations under the Master Loan Agreement as well as any obligations that may arise from trading activity conducted through that wallet. The amendment itself is attached as an exhibit for full legal and operational details.
Nakamoto Inc., formerly known as Kindly MD, Inc., has formally rebranded its corporate identity. On January 16, 2026, the company filed a Certificate of Amendment in Delaware to change its name to Nakamoto Inc., effective January 21, 2026, and updated its principal office address to 300 10th Ave South, Nashville, TN 37203. The board also approved amended and restated bylaws to reflect the new name, with no other bylaw changes. The company’s common stock will continue trading on the Nasdaq Global Market under the symbol NAKA, and its tradeable warrants will continue to be quoted on the OTC Pink Market under the symbol NAKAW. Existing shareholders do not need to take any action as a result of this rebranding.
Kindly MD, Inc. reported the results of its annual stockholder meeting and approved a new share repurchase program. Stockholders elected Perianne Boring and Greg Xethalis as Class I directors to serve three-year terms. They also approved converting Kindly MD from a Utah corporation to a Delaware corporation, ratified Sadler, Gibb & Associates, LLC as independent auditor for the year ending December 31, 2025, and approved a potential adjournment of the meeting if additional votes were ever needed for key proposals.
The board approved a 2025 Repurchase Program authorizing the company to repurchase up to $10 million of its outstanding common stock through open market or privately negotiated transactions, including trades made under Rule 10b5-1 and Rule 10b-18 plans. The company entered into a Rule 10b-18 Repurchase Plan with TD Securities Inc., which will act as a non-exclusive agent to buy shares in the open market, earning a commission of $0.0075 per share repurchased.
Kindly MD, Inc. reported that it received a notice from Nasdaq that its common stock is not in compliance with the Nasdaq Global Market minimum bid price rule, because the closing bid has been below $1.00 per share for 30 consecutive business days.
The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Global Market under the symbol NAKA. Kindly MD has 180 calendar days, until June 8, 2026, to regain compliance by having its closing bid price at $1.00 per share or more for a minimum of 10 consecutive business days, with Nasdaq able to require up to 20 days. If the company cannot meet these requirements, it may apply to transfer to the Nasdaq Capital Market, pay a $5,000 application fee, and consider steps such as a reverse stock split. Failing compliance after the available periods could lead to its shares being subject to delisting, though the company could appeal.
Kindly MD, Inc. reported that it has released its financial results for the fiscal quarter ended September 30, 2025, through a press release. The company furnished this information in a current report under Item 2.02, which covers results of operations and financial condition, and attached the press release as Exhibit 99.1. Kindly MD’s common stock trades on The Nasdaq Stock Market under the symbol NAKA, and its tradeable warrants trade on the OTC Pink Market under NAKAW. The company is identified as an emerging growth company, and the report is signed by its Chief Executive Officer, David Bailey.
Kindly MD, Inc., through its wholly owned subsidiary Naka SPV 2, LLC, entered into a Master Loan Agreement with Antalpha Digital Pte. Ltd. for a term loan facility of 206,000,000 USDT bearing interest at 7.0% per year. The loan will be funded in tranches over up to five days, with the first tranche of up to 150,000,000 USDT, and will mature 30 days after the initial tranche, with an option for a further 30‑day extension.
The facility is secured solely by Bitcoin or other agreed digital assets and includes customary covenants, loan‑to‑value requirements, representations, warranties, and events of default. Kindly MD plans to use the proceeds to fully repay its existing Master Loan Agreement with Two Prime Lending Limited and to cover related costs. The company also disclosed a non‑binding agreement to indicative terms with Antalpha for a potential issuance of up to $250,000,000 of secured convertible notes, subject to negotiation and definitive documentation.
Kindly MD, Inc. entered into a new term loan agreement through its subsidiary with Two Prime Lending Limited for $203,017,500 at 8.5% annual interest, maturing on September 30, 2026. The loan is secured by Bitcoin or other agreed digital assets and can be prepaid at any time without penalty.
The company used the loan proceeds to repay in full its secured convertible debenture held by a Yorkville-managed fund, making a cash payment of $203,000,000 plus $17,500 in reimbursed fees. This repayment terminates the debenture purchase agreement, related security documents (other than indemnification rights), and a registration rights agreement.
Separately, director Eric Weiss resigned from the board and governance committee, without any disagreement with the company, and the board named Mark Yusko as chair and Perianne Boring as a member of the nominating and corporate governance committee. Yusko will receive an additional annual cash fee of $25,000 for this committee role.
Kindly MD, Inc. reported that its board of directors set December 17, 2025 as the date for the company’s 2025 Annual Meeting of Stockholders, which will be held as a virtual meeting by live internet webcast. The board also set October 23, 2025 as the record date for determining which stockholders are entitled to receive notice of and vote at the meeting.
Because this meeting date is more than 30 days earlier than the prior annual meeting, the company established a new deadline of October 6, 2025 for receipt of qualified stockholder proposals and director nominations, including those seeking inclusion in the proxy materials under Rule 14a-8 and those subject to Rule 14a-19. The company also highlighted that material information about Kindly MD and its subsidiary Nakamoto Holdings may be provided through its and Nakamoto’s websites, SEC filings, press releases, and various social media accounts.
Kindly MD, Inc. reported that on September 15, 2025 it sent a redemption notice to the holder of its Secured Convertible Debenture dated August 15, 2025. The company plans to redeem on September 29, 2025 all amounts under the debenture that have not been converted by that date, paying cash equal to 100% of the outstanding principal plus a 1.5% payment premium, with payment to be delivered on September 30, 2025. If the holder does not convert any portion of the debenture, the total cash redemption amount including the 1.5% premium would be $203,000,000, and there will be no accrued or unpaid interest due as of the redemption date.
Kindly MD, Inc. filed an 8-K to share a letter it sent to shareholders on September 15, 2025. In the letter, the company explains that it filed a Form S-3 registration statement on September 12, 2025, which is a document that can allow it to sell securities or register securities for resale in the future. The company notes that it expects its share price volatility to increase for a period of time and reiterates its focus on its long-term vision. The shareholder letter is attached as Exhibit 99.1 and is furnished under a Regulation FD disclosure, meaning it is not treated as filed for liability purposes under Section 18 of the Exchange Act.
Kindly MD, Inc. filed an 8-K reporting current beneficial ownership information for its common stock and tradeable warrants. The filing lists individual holdings for directors and executive officers and aggregates that all officers and directors as a group hold 21,798,017 shares, representing 5.80% of the outstanding common stock. It also discloses a significant institutional holder, Verition Multi-Strategy Master Fund Ltd., owning 37,781,847 shares, equal to 9.99% of the company. The filing is a routine ownership disclosure showing insider positions and a near-10% outside stake, without other transaction, financial performance, or management-change detail.
Kindly MD, Inc. filed an amended Current Report (Form 8-K/A) that attaches exhibit-level disclosures for Nakamoto Holdings, Inc. The filing identifies the company's trading symbols as NAKA on The Nasdaq Stock Market LLC and NAKAW on the OTC Pink Market. It includes the consent of Wolf & Company, P.C., audited financial statements of Nakamoto as of April 30, 2025 and for the period from March 6, 2025 (inception) to April 30, 2025, unaudited financials as of June 30, 2025, unaudited pro forma condensed combined financial statements reflecting the acquisition of Nakamoto, supplemental risk factors, and management discussion and analysis for the stated periods. The filing is executed by CEO David Bailey.
Kindly MD, Inc. (NAKA) amended its corporate authorizations and conduct rules. The company increased authorized capital from 110,000,000 shares to 10,010,000,000 total shares, consisting of 10,000,000,000 shares of common stock (par value $0.001) and 10,000,000 shares of preferred stock (par value $0.001).
The company also expanded its Code to expressly cover consultants and contractors in addition to directors, officers, and employees, broadening who is bound by the company’s conduct rules. An exhibit list is referenced but not fully shown in the provided content.
KindlyMD (NASDAQ:NAKA) filed an 8-K announcing the appointment of Andrew Creighton as Chief Commercial Officer of Nakamoto Holdings. The filing indicates this is a Regulation FD disclosure, with the information being furnished rather than filed under Section 18 of the Securities Exchange Act. The company, which is classified as an emerging growth company, made this announcement via press release on June 25, 2025.
Kindly MD has announced a significant private placement (PIPE Financing) worth $51.5 million, approved by its board on June 19, 2025. The company will issue up to 10,300,000 shares of common stock at $5.00 per share to certain investors.
Key details of the PIPE Financing:
- Proceeds will be used to purchase Bitcoin and for working capital purposes
- Closing is contingent upon completion of previously announced merger with Nakamoto Holdings
- Company must file registration statement within 30 days post-closing
- Registration must be effective within 60-90 days of filing
Additionally, majority shareholders approved the subscription agreements and the issuance of over 20% of company's common stock to comply with Nasdaq listing rules. The securities will be issued under Section 4(a)(2) of the Securities Act exemption. The merger and PIPE financing must close by November 14, 2025, or the agreements may be terminated.