Nakamoto Inc.

Nakamoto Inc. announced a change in its independent registered public accounting firm. The company dismissed Sadler, Gibb & Associates, LLC on June 17, 2026, and simultaneously appointed Wolf & Company, P.C. for the fiscal year ending December 31, 2026. There were no disagreements with the former auditor, except for a previously disclosed material weakness in internal control over financial reporting.

Nakamoto Inc. announced a series of strategic capital structure initiatives, including reducing its outstanding debt by $45 million through the sale of approximately 600 Bitcoin and related derivatives. The company refinanced its loan with Kraken, extending $105 million USDT of principal to June 2027 and potentially lowering the interest rate to 7.75%. Additionally, Nakamoto's Board authorized a share repurchase program of up to $25 million, reflecting confidence in the company's value. These actions are expected to decrease annual financing costs by approximately $4 million and the company also regained Nasdaq compliance.

Nakamoto Inc. announced a 1-for-40 reverse stock split of its common stock, effective May 22, 2026, to comply with Nasdaq's minimum bid price requirement. This action will reduce outstanding shares from approximately 696.1 million to 17.4 million, with cash paid for fractional shares. Additionally, the company expanded its Board of Directors from six to seven members and appointed Tyler Evans, its Chief Investment Officer, as a Class II director.

Nakamoto Inc. reported its first-quarter 2026 results, marking a significant transformation into a Bitcoin operating company following the acquisitions of BTC Inc. and UTXO Management. The company posted total operating revenue of $2.7 million but a net loss of $238.8 million, largely driven by non-cash items including a mark-to-market loss on Bitcoin holdings due to price decline and a non-cash reduction in a pre-acquisition call option gain. Despite the loss, the CEO expressed confidence in long-term growth and the strategic positioning within the Bitcoin ecosystem.

Nakamoto Inc. reported a net loss of $238.8 million for the three months ended March 31, 2026, a significant increase from $1.0 million in the prior year, primarily due to losses on digital assets and a call option. The company completed the acquisitions of BTC Inc., a Bitcoin-focused media company, and UTXO Management GP, LLC, an asset management firm, as part of its transformation into a Bitcoin operating company. Total operating revenues increased to $2.7 million.

Nakamoto Inc. held a Special Meeting of stockholders on May 8, 2026, where two proposals were submitted and approved. Stockholders voted to approve an amendment to the Company's Certificate of Incorporation for a reverse stock split, with a ratio between 1-for-20 and 1-for-50, to be determined by the Board. Additionally, a proposal to adjourn the meeting if needed for further proxy solicitation was also approved.

Nakamoto Inc. announced that its Board of Directors approved a revised form of director and officer indemnification agreement on May 4, 2026. The company has entered into these new agreements with its current directors and officers, superseding previous forms. The updated agreement enhances and clarifies the indemnification rights and obligations, providing protection to the fullest extent permitted by Delaware law against losses and expenses incurred in connection with their service.