Form 8-K

8-K — Nakamoto Inc.

Accession: 0001493152-26-022786

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001946573

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C.

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 13, 2026

Nakamoto

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File Number)

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 ☒

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

2.02 Results of Operations and Financial Condition.

May 13, 2026, Nakamoto Inc., a Delaware corporation (the “Company”) issued a press release, announcing the Company’s

financial results for the fiscal quarter ended March 31, 2026.

The

information contained in this Item 2.02, including Exhibit 99.1 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, or otherwise subject to the liabilities of Section 18. The

information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement

or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Nakamoto Inc., dated May 13, 2026

104

Cover

Page Interactive Data File (embedded with 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 13, 2026

By:

/s/ Teresa Gendron

Teresa

Gendron

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nakamoto

Reports First Quarter 2026 Results

Completed

Creation of Bitcoin Operating Company with February Acquisitions of BTC Inc and UTXO Management

NASHVILLE,

Tenn. – May 13, 2026 – Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today

announced its results for the first quarter ended March 31, 2026.

Operational & Financial Highlights

● Completion

of the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO Management”)

on February 20, 2026, establishing Nakamoto’s foundational operating businesses across

media, asset management, and advisory.

● Launched

an actively managed Bitcoin derivatives strategy designed to generate yield on treasury assets

and enhance capital efficiency while managing downside exposure.

● Reported

total operating revenue of $2.7 million, including:

○ $1.6

million from operating businesses.

○ $1.1

million from Bitcoin treasury and derivatives strategy.

● Reported

a net loss of $238.8 million, primarily driven by non-cash and transaction-related items,

including:

○ $102.5

million mark-to-market loss resulting from the decline in Bitcoin price during the quarter.

○ $107.7

million non-cash reduction in the cumulative gain from the Company’s pre-acquisition

call option.

○ Approximately

$8.0 million of transaction-related and integration related costs.

● Held

more than 5,000 Bitcoin as of March 31, 2026, with an aggregate fair value of approximately

$345 million at quarter-end.

“The

first quarter marked a transformational period for Nakamoto as we formally transitioned into a Bitcoin operating company,” said

David Bailey, Chief Executive Officer of Nakamoto. “During the quarter, we completed the acquisitions of BTC Inc. and UTXO Management

and began integrating the foundational businesses we believe position Nakamoto for long-term growth across the Bitcoin ecosystem. While

our reported results reflect only a partial quarter of contribution from these businesses, as well as softer Bitcoin pricing during the

period, we remain highly confident in the long-term earnings power of the company we are building. Our focus for the remainder of 2026

is execution — scaling our operating businesses, expanding revenue opportunities, and continuing to build durable shareholder value

through disciplined capital allocation and long-term conviction in Bitcoin.”

Financial

Summary

$ in thousands

For

the Quarter Ended March 31,

2026

2025

Total operating revenues

$ 2,678

$ 580

Operating loss (GAAP)

$ (126,170 )

$ (1,042 )

Adjusted operating loss (non-GAAP)

$ (7,770 )

$ (1,024 )

First

Quarter 2026 Financial Highlights

Media

& Information Services:

● Revenue

of $0.8 million, including $0.5 million from media and $0.4 million from advisory services

● Operating

loss of $2.8 million

Results

reflect:

● Approximately

$0.8 million of amortization of transaction-related intangible assets

● Partial

quarter ownership

● No

major events during Q1; historically, the businesses have experienced stronger financial

performance during quarters with larger scale events

Asset

Management:

● Management

fee revenue of $0.2 million; no performance fees recognized during this quarter

● Operating

loss of $0.5 million

Results

reflect:

● Approximately

$0.3 million of amortization of transaction-related intangible assets

● Partial

quarter ownership

● Lower

average assets under management during the period: assets under management totaled approximately

$109.5 million as of March 31, 2026

Bitcoin

Operations:

● Revenue

of $1.1 million generated from the Company’s recently launched Bitcoin treasury and

derivatives strategy

● Operating

loss of $109.9 million

Results

reflect:

● Revenue

generated from yield-oriented strategies utilizing the Company’s Bitcoin collateral

● Mark-to-market

Bitcoin losses of $102.5 million related to the decline in Bitcoin price from $87,519 as

of December 31, 2025, to $68,220 as of March 31, 2026

● Investment

losses of $7.9 million related to the mark-to-market decline in the Company’s investment

in Metaplanet and loss from our share of Treasury B.V.’s results

Healthcare

Operations:

● Revenue

of $0.5 million

● Operating

loss of $0.6 million

Results

reflect:

● Ongoing

operating costs associated with legacy healthcare activities as the Company continues its

planned wind-down; which is expected to be substantially completed by the end of the second

quarter of 2026

Other:

● Primarily

reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory

● Operating

loss of $12.5 million includes approximately $6.9 million of transaction-related and integration

related costs associated with recent acquisitions

The

Company has discontinued publishing its supplemental operational dashboard in order to better align external reporting practices with

public company reporting timelines.

Liquidity

Highlights

During

the first quarter of 2026, Nakamoto continued to manage its balance sheet to support ongoing operations and integration activities. The

Company had total cash on hand of $35.3 million to fund strategic initiatives, integration efforts, and operating expenses, including

interest expense associated with the Kraken loan, providing near-term liquidity and financial flexibility.

During

the first quarter of 2026, Nakamoto actively managed its Bitcoin across the Company, using it not only as a long-term treasury reserve

asset, but also as part of its operating, financing and income-generating strategies. At the corporate level, the Company sold approximately

284 BTC to support working capital requirements. As part of Nakamoto’s derivatives strategies, the Company received approximately

43 BTC in premium income and subsequently sold approximately 40 BTC.

Enterprise

Value: As of March 31, 2026, the Company’s enterprise value was $327 million, calculated as market capitalization of $152 million,

plus notes payable of $210 million, less cash and cash equivalents of $35 million.

Issued and Outstanding: As of March 31, 2026, Nakamoto’s shares outstanding were 690,018,254 and fully diluted shares outstanding

were 892,723,519.

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: the anticipated benefits, synergies, and strategic

impact of the acquisitions of BTC Inc. and UTXO Management; the integration of acquired businesses and expected integration costs and

timelines; 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.

Non-GAAP

Financial Measures

This

press release contains the following non-GAAP financial measures consisting of Adjusted operating loss and fully diluted shares outstanding.

We define Adjusted operating loss as the removal of the change in fair value of digital assets, loss on investments, depreciation and

amortization, transaction-related compensation and transaction-related general and administrative expenses from our operating loss (“Adjusted

operating loss”). We define fully diluted shares outstanding as common shares outstanding and all options, warrants, holdback shares

for the BTC Inc. and UTXO Management acquisitions, restricted stock units and shares to be issued upon delivery of letters of transmittal

from BTC Inc. stockholders (“fully diluted shares outstanding”). Non-GAAP financial measures are financial measures that

are derived from consolidated financial statements, but that are not presented in accordance with generally accepted accounting principles

in the United States (“GAAP”). Non-GAAP financial measures are subject to material limitations as they are not measurements

prepared in accordance with GAAP, and are not a substitute for such measurements. We use these non-GAAP financial measures and other

key metrics internally to facilitate analysis of its financial and business trends and for internal planning and forecasting purposes.

We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and

comparability with past and future financial performance by excluding certain items that may not be indicative of its business, results

of operations, or outlook. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental

informational purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared

in accordance with GAAP. In particular, other companies, including companies in our industry, may report Adjusted operating loss and

fully diluted shares outstanding, or similarly titled measures but calculate them differently, which reduces their usefulness as comparative

measures. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the

reconciliations included herein.

Media

Contact

Carissa

Felger / Sam Cohen

Gasthalter

& Co.

(212)

257-4170

Nakamoto@gasthalter.com

Investor

Relations Contact

Steven

Lubka

of Investor Relations

(615)

701-8889

Investors@nakamoto.com

Statement

of Operations

($ in thousands, except per share

amounts)

For

the Quarter Ended March 31,

(unaudited)

2026

2025

Operating revenues:

Media

$ 409

$ -

Advisory

510

Asset management

209

Derivative

1,071

Healthcare

479

580

Total operating revenues

2,678

580

Operating expenses:

Cost of revenue

232

Compensation

7,347

1,003

General and administrative

9,784

593

Depreciation and amortization

1,115

Loss on change in fair

value of digital assets

102,485

Loss

on investments

7,885

Total operating expenses

128,848

1,622

Operating

loss

(126,170 )

(1,042 )

Non-operating income (expense):

Other income (expense),

net

(642 )

Interest expense

(4,220 )

(6 )

Change

in fair value of call option - related party

(107,744 )

Total non-operating income

(expense)

(112,606 )

Net loss before provision

for income taxes

(238,776 )

(1,038 )

Provision for income taxes

Net

loss

$ (238,776 )

$ (1,038 )

Net loss per common stock - basic and diluted

$ (0.38 )

$ (0.17 )

Weighted average shares outstanding - basic and diluted

636,472

6,025

Segments

($ in thousands)

For

the Quarter Ended March 31, 2026

Media

& Information Services

Asset

Management

Bitcoin

Operations

Healthcare

Operations

Other

Eliminations

Total

Operating revenues:

Media

$ 477

$ -

$ (68 )

$ 409

Advisory

356

154

510

Asset management

209

Derivative

1,071

Healthcare

479

Total operating revenues

833

209

1,071

479

154

(68 )

2,678

Operating expenses:

Cost of revenue

155

232

Compensation

2,092

239

292

836

3,888

7,347

General and administrative

657

146

233

8,720

(68 )

9,784

Depreciation and amortization

767

330

1,115

Loss on change in fair

value of digital assets

102,485

Loss

on investments

7,885

Total operating expenses

3,593

665

110,963

1,087

12,608

(68 )

128,848

Operating

income (loss) (GAAP)

$ (2,760 )

$ (456 )

$ (109,892 )

$ (608 )

$ (12,454 )

$ -

$ (126,170 )

Adjustments

Loss on change in fair

value of digital assets

102,485

Loss on investments

7,885

Depreciation and amortization

767

330

1,115

Transaction-related compensation

844

854

Transaction-related

general and administrative

6,061

Total adjustments

767

330

110,380

6,905

118,400

Adjusted

operating income (loss) (non-GAAP)

$ (1,993 )

$ (126 )

$ 488

$ (590 )

$ (5,549 )

$ -

$ (7,770 )

($ in thousands)

For

the Quarter Ended March 31, 2025

Media

& Information Services

Asset

Management

Bitcoin

Operations

Healthcare

Operations

Other

Eliminations

Total

Operating revenues:

Media

$ -

Advisory

Asset management

Derivative

Healthcare

580

Total operating revenues

580

Operating expenses:

Cost of revenue

Compensation

1,003

General and administrative

593

Depreciation and amortization

Loss on change in fair

value of digital assets

Loss

on investments

Total operating expenses

1,622

Operating

income (loss) (GAAP)

$ -

$ (1,042 )

$ -

$ (1,042 )

Adjustments

Loss on change in fair

value of digital assets

Loss on investments

Depreciation and amortization

Transaction-related compensation

Transaction-related

general and administrative

Total adjustments

Adjusted

operating income (loss) (non-GAAP)

$ -

$ (1,024 )

$ -

$ (1,024 )

Reconciliation

of Common Shares Outstanding to Fully Diluted Shares Outstanding

The

following table presents a reconciliation of Common Shares Outstanding to Fully Diluted Shares Outstanding, the most directly comparable

GAAP measure:

March 31, 2026

Common Shares

Outstanding (GAAP)

690,018,254

Options

78,714,493

Pre-Funded Warrants

61,704,975

Holdback Shares for BTC

Inc and UTXO Acquisitions

27,483,604

Restricted Stock Units

17,636,822

Shares to be Issued Upon

Letters of Transmittal

16,678,652

Cash Warrants - Tradeable

384,936

Cash

Warrants - Non-Tradeable

101,783

Fully Diluted Shares Outstanding

(non-GAAP)

892,723,519

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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