Every 8-K that NAKAMOTO INC WTS 5/31/29 (NAKAW) 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 NAKAW 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 NAKAW 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. 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. 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., 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.