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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): May 21, 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 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, the board of directors (the “Board”) of Nakamoto Inc., a Delaware corporation (the “Company”) approved an increase in the number of directors constituting the Board from six (6) to seven (7) and appointed Tyler Evans, Chief Investment Officer of the Company, as a Class II director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Evans will not serve on any committees of the Board. Mr. Evans does not qualify as an independent director for purposes of Nasdaq Stock Market LLC listing rules, as well as applicable rules of the United States Securities and Exchange Commission (the “SEC”). Mr. Evans will not receive additional compensation in connection with his service on the Board and there will be no modification to Mr. Evans’ existing compensation arrangement as Chief Investment Officer of the Company.
Mr. Evans’ full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to Mr. Evans, are included in the Company’s Annual Report on Form 10-K, filed by the Company with the SEC on March 30, 2026, and are incorporated into this Item 5.02 by reference.
There are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was named a director of the Company. Mr. Evans does not have any family relationship with the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Evans has not entered into any material plan, contract, arrangement or amendment in connection with his appointment to the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2026, the Company filed a certificate of amendment to the Company’s Amended Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), effective as of 12:01 a.m., Eastern Time, on May 22, 2026 (the “Reverse Stock Split” and the effective time of the Reverse Stock Split, the “Effective Time”). The Common Stock began trading on a post-split basis on the Nasdaq Capital Market (“Nasdaq”) as of the open of trading on May 22, 2026. The ticker symbol for the Common Stock remains “NAKA”.
As previously disclosed, at the Special Meeting of Stockholders held on May 8, 2026 (the “Special Meeting”), the Company’s stockholders approved the Certificate of Amendment and authorized the Board to determine the ratio of the reverse stock split within a specified range of 1-for-20 and 1-for-50. Following the Special Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-40.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof. Based upon the Reverse Stock Split ratio, proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of all outstanding Common Stock options, pre-funded warrants, tradable warrants, non-tradable warrants, and equity plans. To the extent any fractional share would be issued pursuant to the Company’s equity plans, such share will be rounded down in connection with the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio.
VStock Transfer, LLC (“VStock”) is acting as paying agent for the Reverse Stock Split and will adjust registered stockholders’ book-entry accounts to reflect the applicable ratio automatically. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to the brokers’ particular processes, and generally will not be required to take any action.
On May 22, 2026, the Company’s Common Stock began trading on Nasdaq on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 49457M205. The CUSIP number for the Company’s tradeable warrants, which are quoted on OTC Pink Market, did not change.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On May 20, 2026, the Company issued a press release announcing that the Reverse Stock Split would become effective at 12:01 a.m. Eastern Time on May 22, 2026, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On May 22, 2026, the Company issued a press release announcing Mr. Evans’ appointment, a copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
The information in Exhibits 99.1 and 99.2 attached hereto, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Nakamoto Inc. | |
| 99.1 | Press Release Announcing Reverse Stock Split dated May 20, 2026. | |
| 99.2 | Press Release Announcing Board Expansion, dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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, hereunder duly authorized.
| NAKAMOTO INC. | ||
| Dated: May 22, 2026 | By: | /s/ Teresa Gendron |
| Teresa Gendron | ||
| Chief Financial Officer | ||
Exhibit 3.1
SECOND CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NAKAMOTO INC.
Nakamoto Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
| 1. | This Certificate of Amendment (the “Second Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Delaware Secretary of State on December 17, 2025, as amended by that certain Certificate of Amendment filed with the Delaware Secretary of State on January 16, 2026 (the “Certificate of Incorporation”). | |
| 2. |
Article IV of the Certificate of Incorporation is hereby amended to add the following language at the end of Section 4.01 Authorized Shares:
Upon the effectiveness of the certificate of amendment first inserting this sentence (the “Amendment Effective Time”), |
| (i) | each 20 to 50 shares of Common Stock either issued and outstanding or held by the Corporation in treasury immediately prior to the Amendment Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the holders thereof (the “Reverse Stock Split”), the exact ratio within such range to be determined by the Board of Directors of the Corporation prior to the Amendment Effective Time and publicly announced by the Corporation; | |
| (ii) | the par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share; and | |
| (iii) | each certificate that immediately prior to the Amendment Effective Time represented shares of Common Stock (“Original Certificates”) shall thereafter, automatically and without presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Common Stock represented by such Original Certificates shall have been reclassified and combined, subject to the elimination of fractional share interests as described above. Each holder of Original Certificates shall be entitled to receive, upon the surrender of such Original Certificates, a new certificate representing the number of shares of Common Stock into which the shares of Common Stock represented by such Original Certificates shall have been reclassified and combined. |
| 3. |
This Second Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
|
| 4. |
Prior to this Second Certificate of Amendment becoming effective, the Board of Directors of the Corporation determined that each 40 shares of Common Stock issued and outstanding or held by the Corporation in treasury shall automatically be reclassified and combined into 1 validly issued, fully paid and non-assessable share of Common Stock. |
|
| 5. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. | |
| 6. | This Second Certificate of Amendment shall become effective as of 12:01 a.m. ET on the 22nd day of May 2026. |
IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment to be signed by Kyle Simon, its General Counsel & Secretary, this 20th day of May 2026.
| By: | /s/ Kyle Simon | |
| Name: | Kyle Simon | |
| Title: | General Counsel & Secretary |
Exhibit 99.1
Following Stockholder Approval, Nakamoto Announces 1-for-40 Reverse Stock Split to be Effective on May 22, 2026
Intended to Support Compliance with Nasdaq’s Minimum Bid Price Requirement for Continued Listing
NASHVILLE, Tenn. – May 20, 2026 – Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”), today announced a 1-for-40 reverse stock split of its outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. ET on May 22, 2026. The Company’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq under the same symbol “NAKA” when the market opens on May 22, 2026, with the new CUSIP number 49457M205.
At the Company’s special meeting of stockholders held on May 8, 2026, the Company’s stockholders approved a proposal to allow the Board to proceed with a reverse split of no less than 1-for-20 shares of common stock and no more than 1-for-50 shares of common stock. Subsequently, the Board approved the 1-for-40 shares of common stock ratio for the Reverse Stock Split.
The Reverse Stock Split is intended to increase the per share trading price of the Company’s common stock to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Reverse Stock Split will reduce the number of outstanding shares of the Company’s common stock from approximately 696.1 million shares pre-reverse split to approximately 17.4 million shares post-reverse split.
The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the Reverse Stock Split, every 40 shares of Nakamoto’s pre-reverse split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of such holders will not be affected by the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will automatically be entitled to receive cash in lieu of such fractional share.
In accordance with the terms of the Company’s outstanding tradeable warrants, non-tradeable warrants, prefunded warrants, equity incentive plans, and applicable award agreements, the number of shares underlying outstanding tradeable warrants, non-tradeable warrants, prefunded warrants, equity awards will be proportionately adjusted, and any exercise prices will be proportionally adjusted, to reflect the Reverse Stock Split.
The Company’s transfer agent, VStock Transfer, LLC, is acting as paying agent for the Reverse Stock Split. Following the effective time of the Reverse Stock Split, VStock Transfer, LLC will adjust registered stockholders’ book-entry accounts to reflect the applicable ratio automatically. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to the brokers’ particular processes, and generally will not be required to take any action in connection with the Reverse Stock Split.
For additional information regarding the Reverse Stock Split, please refer to Nakamoto’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2026 (the “Proxy Statement”). The Proxy Statement is available at www.sec.gov or at the Company’s website at www.nakamoto.com. Additional information regarding this reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the SEC on or about May 22, 2026.
About Nakamoto Inc.
Nakamoto Inc. (Nasdaq: NAKA) is a Bitcoin 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 Reverse Stock Split, the expected effect on the per share trading price of common stock, Nakamoto’s ability to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Capital Market, the expected number of post-split shares outstanding, and the treatment of fractional shares. 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 Reverse Stock Split may not result in a sustained increase in the per share trading price of Nakamoto’s common stock; (ii) the Reverse Stock Split may decrease the trading liquidity of Nakamoto’s common stock; (iii) the Reverse Stock Split may not result in Nakamoto regaining compliance with Nasdaq’s minimum bid price requirement; (iv) Bitcoin market volatility; and (v) 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
Exhibit 99.2
Nakamoto Announces Expansion of Board of Directors
Appoints Tyler Evans to Company Board
NASHVILLE, Tenn. – May 22, 2026 – Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”) today announced that its Board of Directors (the “Board”) has increased the size of the Board from six to seven members and appointed Tyler Evans, Chief Investment Officer of Nakamoto, to fill the newly created vacancy as a Class II Director. The appointment is effective May 22, 2026.
With his appointment to the Board, Mr. Evans expands his leadership role at Nakamoto alongside his position as Chief Investment Officer, where he leads the Company’s origination and investment strategy.
“Tyler brings a strong combination of operational discipline, capital markets knowledge, and public company experience that will be increasingly important as Nakamoto continues to scale,” said David Bailey, Chairman and CEO of Nakamoto. “As we continue to prioritize thoughtful balance sheet management, strategic capital allocation, and long-term shareholder value creation, we believe Tyler’s experience and perspective will be a meaningful addition to the Board.”
Tyler Evans brings deep expertise in Bitcoin-native capital markets and asset management to the Board. In addition to his role at Nakamoto, he serves as Chief Investment Officer of UTXO Management, where he leads the firm’s investment strategy across public and private market opportunities in the Bitcoin ecosystem. He currently serves on the boards of Metaplanet Inc., The Smarter Web Company Plc, and Matador Inc.
About Nakamoto Inc.
Nakamoto Inc. (Nasdaq: NAKA) is a Bitcoin 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 press release that address activities, events or developments that the Company 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: Mr. Evans’ expected contributions to the Board and his anticipated impact on the Company’s strategy; the Company’s Bitcoin treasury and asset management strategy, including the deployment and management of its Bitcoin holdings; the Company’s Bitcoin derivatives program, including the expected generation of yield on treasury assets, capital efficiency, and the effectiveness of hedging strategies; capital allocation plans; the planned wind-down of legacy healthcare operations and the expected timeline for completion; expectations regarding the scaling of operating businesses and expansion of revenue opportunities; the Company’s financial outlook, strategic initiatives, business plans, and growth strategies; and anticipated operational performance for future periods. 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, including mark-to-market gains and losses on Bitcoin holdings; (ii) the acquisitions of BTC Inc. and UTXO Management may not provide the anticipated benefits, including the inability of the acquired businesses to maintain or grow their current levels of earnings, the Company’s inability to successfully realize cross-selling opportunities, or difficulties and unanticipated costs relating to integration; (iii) risks related to the Company’s existing indebtedness, including collateral requirements, covenant compliance, and cross-default risk; (iv) regulatory developments affecting digital assets and the Company’s business operations; and (v) other important factors detailed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the Company’s 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 the Company’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 the Company 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 the Company 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