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 a sharp expansion in losses as it completed its transformation into a Bitcoin-focused operating company. For the three months ended March 31, 2026, revenue was just $2.7 million, while net loss reached $238.8 million, driven mainly by Bitcoin-related marks and option revaluation.
The company recorded a $102.5 million loss on the change in fair value of its digital assets as Bitcoin fell from $87,519 to $68,220, plus a $107.7 million loss on a call option tied to the BTC Inc acquisition. It closed all-stock deals for BTC Inc and UTXO, adding media, events and asset-management platforms and recognizing $93.5 million of goodwill. Nakamoto held 5,064 Bitcoin with fair value of $345.6 million at March 31, 2026, of which 4,405 coins secured a 210.0 million USDT loan maturing December 2026, alongside cash of $35.3 million. The legacy healthcare unit generated modest revenue and is being exited, while a reverse stock split in the 1‑for‑20 to 1‑for‑50 range was authorized.
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 Amendment No. 1 to a shelf registration registering up to $6,993,570,615.16 of securities, including an at-the-market program component of $4,993,570,615.16. The amendment updates disclosure items and files auditor consents, and it replaces a prior ASR registration that became unusable after the Company’s 2025 Form 10-K.
The prospectus describes a shelf for common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units. Recent material actions disclosed include the August 2025 reverse merger and PIPE financing, repayment of a $200.0 million convertible debenture, the February 2026 acquisitions of BTC Inc. and UTXO, and Bitcoin holdings of 5,342 BTC valued at $467.5 million as of December 31, 2025.
Nakamoto Inc. filed an amendment to a shelf registration to combine prior resale registrations and update its preliminary prospectus. The filing registers resale by selling stockholders of up to 413,354,801 shares of Common Stock and registers the issuance by the Company of Common Stock issuable upon exercise of registered warrants.
The prospectus discloses 61,704,975 Pre-Funded Warrant Shares, PIPE Shares of 264,444,723, IPO Warrant exercise prices of $6.33 (tradable) and a Pre-Funded Warrant exercise price of $0.001. The company held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025, and reported roughly 690,018,254 shares outstanding as of April 6, 2026.
Nakamoto Inc. is asking stockholders at a May 8, 2026 virtual special meeting to approve a reverse stock split of its common stock at a ratio between 1‑for‑20 and 1‑for‑50, with the exact ratio set later by the board. The main goal is to raise the per‑share trading price above Nasdaq’s $1.00 minimum bid requirement; the stock most recently closed at $0.24 per share. A second proposal would allow adjournment of the meeting to solicit more votes if needed. The reverse split would reduce the 690,018,254 shares outstanding but leave the 10,000,000,000 authorized shares unchanged, increasing the number of shares available for future issuance and potential dilution.
Nakamoto Inc. has filed a shelf registration to offer up to $6,993,570,615.16 of securities, which includes an at-the-market (ATM) component of $4,993,570,615.16 and an ATM program with agents enabling up to $5.0 billion of common stock sales. The prospectus covers common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units.
The company discloses recent corporate activity: it held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025; repaid in full a secured convertible debenture on September 30, 2025; completed mergers with BTC Inc. and UTXO in February 2026; and reported 690,018,254 shares of common stock issued and outstanding as of April 6, 2026. The prospectus is a shelf base prospectus; specific terms for any offering will be set in prospectus supplements.
Nakamoto Inc. files a shelf registration to register up to 352,543,486 shares of Common Stock and 61,704,975 shares underlying Pre-Funded Warrants for resale, and to register the Company’s offer of shares issuable upon exercise of IPO Warrants. The prospectus covers resale by numerous selling stockholders of up to 414,248,461 Resale Shares previously issued in PIPE and private transactions, and a primary issuance by the Company of shares issuable upon exercise of Registered Warrants. The prospectus states the Company will receive proceeds only from cash exercises of Registered Warrants (aggregate up to approximately $3,725,217.66) and notes last reported Common Stock price of $0.2105 per share on April 8, 2026.
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. is transforming from a healthcare provider into a Bitcoin-focused holding company with a Bitcoin treasury and an ecosystem of Bitcoin-native businesses. The company plans to exit its legacy healthcare operations as it reorients around digital assets and related services.
As of December 31, 2025, Nakamoto held approximately 5,342 Bitcoin valued at $467.5 million, based on a Bitcoin price of $87,519. It later acquired BTC Inc, operator of the global Bitcoin Conference and Bitcoin Magazine, and UTXO, a Bitcoin-focused asset manager. Management highlights extreme Bitcoin price volatility, material regulatory uncertainty, a material weakness in internal controls, Nasdaq listing-compliance risk, and legacy healthcare liabilities as key risks for shareholders.