false
0001946573
0001946573
2026-06-05
2026-06-05
0001946573
NAKA:CommonStockParValue0.001Member
2026-06-05
2026-06-05
0001946573
NAKA:TradeableWarrantsToPurchaseSharesOfCommonStockParValue0.001PerShareMember
2026-06-05
2026-06-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 5, 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
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Restructured
Loan Term Sheet under the Master Loan Agreement with Kraken
On
June 5, 2026, Nakamoto Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiary, Nakamoto
Holdings Inc., a Delaware corporation (the “Borrower”), and Payward Interactive, Inc., a Florida corporation, doing
business as Kraken (“Kraken”), executed a loan term sheet (the “Restructured Loan Term Sheet”)
under that certain Master Loan Agreement, dated as of December 3, 2025, by and between the Borrower and Kraken (as amended, the “Master
Loan Agreement”). The Restructured Loan Term Sheet supersedes in its entirety that certain loan term sheet, dated as of December
9, 2025, by and between the Borrower and Kraken (the “December Term Sheet”), and the loans issued under the December
Term Sheet were deemed repaid and the outstanding principal balance thereunder was deemed to be transferred to the Borrower pursuant
to the Restructured Loan Term Sheet, without the need for any notice or actual transfer of loaned digital currency.
Pursuant
to the Restructured Loan Term Sheet, the Borrower borrowed a fixed-term loan in a principal amount of 210,000,000 USDT (the “Restructured
Loan”), secured by 4,405 Bitcoin, all of which were held in either (i) a control account (the “Control Account”)
or (ii) a designated Bitcoin yield strategy collateral account (the “Trading Wallet,” together with the Control Account,
the “Collateral Account”), both held for the benefit of Kraken by Payward Financial, Inc. (the “Custodian”),
an affiliate of Kraken, and subject to an account control agreement by and among Kraken, the Borrower and the Custodian. The Restructured
Loan was scheduled to mature in two tranches: 105,000,000 USDT of the outstanding principal amount was to mature on December 4, 2026,
and the remaining 105,000,000 USDT was to mature on June 30, 2027. The Borrower had the right to make early returns of the Restructured
Loan, in whole or in part, upon 30 days’ prior written notice to Kraken, with no early return penalty.
The
Restructured Loan bore a loan fee of (i) 7.75% per annum during any period in which the Borrower held at least 2,000 Bitcoin (the “Baseline
Collateral Amount”) in the Trading Wallet, and (ii) 8.00% per annum during any period in which the Borrower held less than
the Baseline Collateral Amount in the Trading Wallet.
Partial
Repayment of Restructured Loan
Following
the Borrower’s entry into the Restructured Loan Term Sheet and issuance of the Restructured Loan, the Borrower
sold approximately 600 Bitcoin and certain Bitcoin derivative contracts, generating approximately $48 million net proceeds.
On June 5, 2026, the Borrower applied $45 million of those net proceeds to reduce the outstanding principal amount of the Restructured
Loan from 210,000,000 USDT to 165,000,000 USDT (the “Partial Repayment”).
June
Term Sheet under the Master Loan Agreement with Kraken
Following
the Partial Repayment, the Borrower and Kraken entered into a subsequent loan term sheet, dated June 5, 2026 (the “June Term
Sheet”), under the Master Loan Agreement. The June Term Sheet supersedes in its entirety the Restructured Loan Term Sheet,
and the loans issued under the Restructured Loan Term Sheet are deemed repaid and the outstanding principal balance thereunder is deemed
to be transferred to the Borrower pursuant to the June Term Sheet, without the need for any notice or actual transfer of loaned digital
currency.
Pursuant
to the June Term Sheet, the Borrower borrowed a fixed-term loan in a principal amount of 165,000,000 USDT (the “June Loan”),
which amount reflects the reduced principal balance of the Restructured Loan following the Partial Repayment. The June Loan is secured
solely by Bitcoin pledged by the Borrower to Kraken and held in the Collateral Account pursuant to the Master Loan Agreement, and no
other assets of the Company or Borrower.
The
initial collateral required to secure the June Loan was 3,805.112 Bitcoin, equal to the amount of Bitcoin then held in the Collateral
Account. Should the value of the Bitcoin in the Collateral Account exceed a certain value threshold, excess Bitcoin shall be returned
to the Borrower. Should the value of the Bitcoin in the Collateral Account fall below a certain value threshold, the Borrower shall either
repay a portion of the then outstanding June Loan or pledge additional Bitcoin collateral to Kraken, or a combination thereof, such that
the value of the Bitcoin collateral satisfies the applicable collateral maintenance requirements under the Master Loan Agreement. If
the value of the Bitcoin collateral falls below the applicable liquidation threshold, an event of default shall have occurred under the
Master Loan Agreement and Kraken shall have the right to liquidate the Bitcoin collateral.
The
June Loan matures in two tranches: 60,000,000 USDT of the outstanding principal amount matures on December 4, 2026, and the remaining
105,000,000 USDT matures on June 30, 2027. The Borrower has the right to make early returns of the June Loan, in whole or in part, upon
30 days’ prior written notice to Kraken, with no early return penalty.
The
June Loan bears a loan fee of (i) 7.75% per annum during any period in which the Borrower holds at least the Baseline Collateral Amount
in the Trading Wallet, and (ii) 8.00% per annum during any period in which the Borrower holds less than the Baseline Collateral Amount
in the Trading Wallet.
The
foregoing description of the Master Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of both (i) the Master Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, and (ii) the First Amendment
to the Master Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the SEC on February 2, 2026, each of which is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
June 11, 2026, the Company issued a press release regarding events described in this Current Report on Form 8-K. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information in Exhibit 99.1 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
8.01. Other Events
Nasdaq
Compliance
On
June 9, 2026, the Company received a letter from the Nasdaq Listing Qualifications department (the “Staff”) of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with the minimum bid price
requirement set forth in Nasdaq Listing Rule 5450(a)(1). The letter noted that for the 10 consecutive business days from May 26, 2026,
through June 8, 2026, the closing bid price of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
was equal to or greater than $1.00 per share. Accordingly, the Company has regained compliance with Listing Rule 5450(a)(1), and Nasdaq
considers this matter closed.
2026
Repurchase Program
On
June 10, 2026, the Board of Directors of the Company approved a share repurchase program (the “2026 Repurchase Program”)
providing for the repurchase of up to $25 million of the Company’s outstanding shares of Common Stock. Under the 2026 Repurchase
Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions,
accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through trading plans established
to comply with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act. The 2026 Repurchase Program will expire on December
31, 2026, unless earlier modified, suspended or discontinued by the Board and it does not obligate the Company to repurchase shares
of Common Stock. The specific timing and amount of repurchases will vary based on available capital resources and other financial
and operational performance metrics, market conditions, securities law limitations and other factors.
The Company previously
entered into a Rule 10b-18 Repurchase Plan (the “Repurchase Plan”) on December 18, 2025, with TD Securities
Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase
shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Plan will continue in effect until
terminated by either the Company or the Broker, with or without cause, upon written notice to the other party.
This
Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, contains forward-looking statements within the meaning of the
U.S. federal securities laws, including statements regarding the anticipated benefits of the June Term Sheet and the June Loan, expected
reductions in financing costs, the Company’s ability to satisfy its collateral maintenance and repayment obligations, the timing,
manner and amount of repurchases, if any, under the 2026 Repurchase Program, and the Company’s continued compliance with Nasdaq
listing requirements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that
could cause actual results to differ materially, including the volatility of Bitcoin prices and the resulting impact on the Bitcoin collateral
securing the Company’s indebtedness, risks related to the Company’s indebtedness and counterparty and custodial arrangements,
securities law and market limitations on the timing and volume of share repurchases, and the other risks described in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its subsequent
filings with the SEC. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update
them except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated June 11, 2026. |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 hereunto duly authorized.
| |
NAKAMOTO
INC. |
| |
|
|
| Dated:
June 11, 2026 |
By: |
/s/
Teresa Gendron |
| |
|
Teresa
Gendron |
| |
|
Chief
Financial Officer |
Exhibit
99.1
Nakamoto
Strengthens Capital Structure Through Debt Reduction, Refinancing, and Share Repurchase Authorization
Reduced
Outstanding Debt by $45 Million Paydown
Extended
Approximately 105 Million USDT of Principal to June 2027, Ability to Reduce Interest Rate, and Enhanced Collateral Flexibility
Announcement
of Board Authorization of Share Repurchase Program of up to $25 Million
NASHVILLE,
Tenn. – June 11, 2026: Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”), a Bitcoin
operating company, announced a series of strategic capital structure and treasury management initiatives designed to strengthen its balance
sheet, enhance financial flexibility, and create long-term shareholder value.
Key
highlights include:
| ● | Reduced
outstanding debt by approximately $45 million through the monetization of a portion of its
Bitcoin holdings and Bitcoin-related derivative positions. The repayment was funded through
the sale of approximately 600 Bitcoin and Bitcoin-related derivative positions, generating
approximately $48 million net proceeds. |
| ● | Entered
into new loan term sheet that extended approximately 105 million USDT principal to June 30,
2027. |
| ● | Ability
to reduce the loan interest rate to 7.75% per annum and enhanced collateral flexibility using
collateral in the Company’s Bitwise trading wallet. |
| ● | Expected
to decrease annual financing costs by approximately $4 million. |
| ● | Authorized
a share repurchase program of up to $25 million, reflecting the Board’s confidence
in the Company’s intrinsic value and long-term growth prospects. |
| ● | Maintained
a Bitcoin treasury position of approximately 4,467 Bitcoin following the debt reduction and
refinancing transactions. |
| ● | Regained
Nasdaq compliance. |
“The
recent volatility in Bitcoin markets reinforces the importance of maintaining a disciplined balance sheet. Through this refinancing,
we have reduced overall debt, extended the majority of our maturity profile into 2027, and improved the overall flexibility of our debt,”
said Tyler Evans, Chief Investment Officer and Director of Nakamoto. “These actions also strengthen our capital structure and are
expected to lower financing costs, providing additional optionality as we continue executing our long-term Bitcoin treasury strategy.
We are grateful to Kraken for being a thoughtful and supportive financing partner throughout this process.”
Debt
Paydown & New Loan Term Sheet
Nakamoto
has reduced its outstanding debt by $45 million through the repayment of a portion of its loan with Payward Interactive, Inc., doing
business as Kraken (“Kraken”).
The
repayment was funded through the sale of approximately 600 Bitcoin and Bitcoin-related derivative positions, generating approximately
$48 million net proceeds.
Following
the repayment, the Company entered into a new loan term sheet, under its Master Loan Agreement with Kraken, which governs the remaining
outstanding balance of 165 million USDT. Under the new loan’s terms, 60 million USDT will mature on December 4, 2026, while the
remaining 105 million USDT of principal has been extended to June 30, 2027. The new loan also bears an interest rate from 8.0% to 7.75%
per annum, subject to the Company maintaining a specified baseline collateral level of 2,000 Bitcoin within its separately managed account
managed by Bitwise Asset Management.
The
debt reduction and refinancing significantly improve Nakamoto’s capital structure by lowering leverage, extending debt maturities,
and reducing financing costs. Collectively, the Company believes these actions are expected to reduce annual interest expense by approximately
$4 million, on an annualized basis, while enhancing liquidity and financial flexibility. Following these transactions, the Company maintains
approximately 4,467 Bitcoin on its balance sheet.
2026
Repurchase Program
In
connection with the Company’s ongoing efforts to enhance shareholder value and execute a disciplined capital allocation strategy,
Nakamoto’s Board of Directors has authorized a share repurchase program of up to $25 million of the Company’s outstanding
common stock (the “2026 Repurchase Program”).
The
authorization provides the Company with flexibility to repurchase shares from time to time through a variety of methods, including open
market purchases, privately negotiated transactions, block trades, and other lawful means. Repurchases may also be made pursuant to Rule
10b5-1 trading plans and in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
The
timing, price, and amount of any repurchases will depend on a variety of factors, including market conditions, trading prices, available
liquidity, capital requirements, and other strategic considerations. The 2026 Repurchase Program is authorized through December 31, 2026,
and does not obligate the Company to acquire any specific number of shares, and the program may be suspended, modified, or discontinued
at any time at the discretion of the Board.
The
Board believes the repurchase authorization provides an attractive mechanism to return capital to shareholders while maintaining flexibility
to pursue the Company’s long-term growth objectives and Bitcoin treasury strategy.
Additional
details regarding the debt repayment and new loan term sheet will be available in the Current Report on Form 8-K that Nakamoto files
with the Securities and Exchange Commission in connection with this announcement.
Nasdaq
Compliance Update
On
June 9, 2026, the Company received a letter from Nasdaq Listing Qualifications confirming that the Company regained compliance with the
Nasdaq Listing Rule requiring a minimum $1 bid price and closing the matter.
About
Nakamoto Inc.
Nakamoto
Inc. (Nasdaq: NAKA) is a Bitcoin operating 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 anticipated benefits of the new loan with
Kraken, including reduced financing costs and extended maturities; the Company’s ability to satisfy the collateral maintenance,
repayment and other obligations under the Master Loan Agreement, as amended, and the new loan term sheet; the Company’s plans for
the management, deployment or sale of its Bitcoin holdings, including its Bitcoin derivatives program; the timing, manner, amount and
effects of repurchases under the 2026 Repurchase Program, including repurchases effected pursuant to trading plans; the Company’s
continued compliance with Nasdaq listing requirements; and the Company’s capital allocation plans, financial outlook, strategic
initiatives and anticipated operational performance. 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 and on the value of the Bitcoin collateral securing
the Company’s indebtedness, including the risk that declines in Bitcoin prices could require the Company to repay outstanding loan
amounts or pledge additional Bitcoin, or result in an event of default and the liquidation of the Bitcoin collateral at unfavorable prices;
(ii) risks related to the Company’s existing indebtedness, including collateral maintenance requirements, covenant compliance,
counterparty and custodial risk, and risks associated with stablecoin-denominated obligations; (iii) the risk that the Company repurchases
fewer shares than anticipated, or no shares, under the 2026 Repurchase Program, which does not obligate the Company to repurchase any
shares and may be modified, suspended or terminated at any time, and the effects of securities law limitations on the timing and volume
of repurchases; (iv) the risk that the Company is unable to maintain compliance with Nasdaq’s continued listing requirements; (v)
regulatory developments affecting digital assets and the Company’s business operations; and (vi)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
