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Nakamoto Inc. (NAKA) SEC Filings, Jan-Feb 2026

NAKA NASDAQ

Welcome to our dedicated page for Nakamoto SEC filings (Ticker: NAKA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Kindly MD, Inc. (NAKA) SEC filings page provides access to the company’s official regulatory disclosures as a publicly traded issuer. KindlyMD, a patient-first and healthcare data company with integrated healthcare services and a Bitcoin treasury strategy via its subsidiary Nakamoto Holdings Inc., uses filings with the U.S. Securities and Exchange Commission to report material events, corporate actions, and financial information.

Among the key documents available are Current Reports on Form 8-K, which the company uses to disclose significant developments. Recent 8-K filings have addressed topics such as the completion of the merger with Nakamoto, entry into and termination of material loan agreements secured by Bitcoin or other digital assets, authorization of a share repurchase program, receipt of a Nasdaq minimum bid price notice, and the establishment of dates and record dates for annual shareholder meetings. These filings also cover matters like redemption of a secured convertible debenture and the company’s financing arrangements with lenders focused on digital assets.

Investors can also review proxy materials, including the Definitive Proxy Statement on Schedule 14A, which outlines proposals submitted to stockholders, such as the election of directors, approval of converting Kindly MD from a Utah corporation to a Delaware corporation, ratification of the independent registered public accounting firm, and potential adjournment of the annual meeting. Notifications of late filing on Form 12b-25 (NT 10-Q) provide context when additional time is needed to complete quarterly reports, including explanations related to the accounting complexity of the merger with Nakamoto.

On Stock Titan, these filings are complemented by AI-powered tools that help summarize lengthy documents and highlight key points, such as new financing obligations, changes in capital structure, or updates on the company’s Bitcoin treasury strategy. Users can quickly locate information about quarterly and annual reporting, material agreements, shareholder votes, and listing status, as well as track how KindlyMD’s integrated healthcare operations and Bitcoin-focused activities are reflected in its regulatory record.

Rhea-AI Summary

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.

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Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards. On February 20, 2026, he acquired stock options labelled as grants or awards, including one for 12,491,284 stock options with a per-share exercise relationship of one option for one share of common stock.

On the same date, he also acquired 17,841,993 shares of common stock at a stated price of $0.00 per share, described as received under two separate merger agreements involving BTC Inc. and UTXO Management GP, LLC. Certain fully vested options were assumed by Nakamoto Inc. pursuant to one of these merger agreements.

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Nakamoto Inc. reported that Chief Executive Officer and 10% owner Bailey David F acquired 108,200,628 shares of Common Stock on February 20, 2026 as a grant or award transaction at a reported price of $0.0000 per share, leaving him with 119,361,200 shares held directly.

According to the footnote, these shares were received in connection with two merger agreements dated February 16, 2026, involving BTC Inc. and UTXO Management GP, LLC, through which Bailey received shares of Nakamoto Inc. in exchange for interests tied to those entities.

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Nakamoto Inc. reported that Chief Commercial Officer Creighton Andrew John acquired 1,685,500 stock options on February 20, 2026 through a grant or award. According to the footnote, these options are fully vested and exercisable on a one-for-one basis for Nakamoto Inc. common stock. The options were assumed by Nakamoto Inc. under an Agreement and Plan of Merger dated February 16, 2026, and following this grant he holds 1,685,500 options directly.

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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.

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Alyeska Investment Group and related parties have disclosed a significant passive stake in Kindly MD, Inc. According to this Schedule 13G, Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh beneficially own 25,612,676 shares of Kindly MD common stock.

This position represents 5.93% of Kindly MD’s outstanding common shares, based on 431,653,091 shares outstanding as reported in the company’s Form 8-K filed on December 18, 2025. The filers certify that the shares were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of the company.

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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.

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Nakamoto Inc. has a prospectus supplement covering up to 2,059,811 shares of common stock issuable upon exercise of previously issued warrants and 82,310 shares of common stock for resale. The company is not directly selling shares here; warrant holders and other stockholders may sell their shares using the Prospectus.

Nakamoto will receive cash only if the previously issued tradeable, non-tradeable and representative’s warrants from its June 3, 2024 initial public offering are exercised for cash. The supplement also attaches a Current Report on Form 8-K detailing a First Amendment to a Master Loan Agreement with Payward Interactive, Inc., allowing a designated trading wallet at the lender to be funded and pledged as collateral for both loan obligations and trading activity.

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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.

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Nakamoto Inc. registers up to 2,059,811 shares of common stock issuable upon exercise of previously issued warrants and 82,310 shares of common stock for resale in a mixed primary and secondary offering. The primary component covers shares underlying tradeable, non-tradeable and representative’s warrants issued in the June 3, 2024 IPO, while the secondary component allows selling stockholders named in the base prospectus to sell their shares from time to time. The company is not directly selling common stock here and will receive no proceeds from investor resales, but may receive cash if outstanding warrants are exercised for cash. The supplement also incorporates recent 8-Ks, including the hiring of experienced finance leaders as Chief Financial Officer and Chief Accounting Officer, and a new 210,000,000 USDT loan from Kraken at an 8.00% annual fee, secured solely by Bitcoin collateral valued at not less than $323.4 million.

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FAQ

How many Nakamoto (NAKA) SEC filings are available on StockTitan?

StockTitan tracks 114 SEC filings for Nakamoto (NAKA), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Nakamoto (NAKA)?

The most recent SEC filing for Nakamoto (NAKA) was filed on February 26, 2026.