8-K

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

NakamotoInc.

(Exactname of registrant as specified in its charter)

Delaware	001-42103	84-3829824
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File Number)	Identification<br> Number)
300 10th Ave South, Nashville, TN	37203
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(Address<br> of Principal Executive Offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, par value $0.001	NAKA	The<br> Nasdaq Stock Market LLC
Tradeable<br> Warrants to purchase shares of Common Stock, par value $0.001 per share	NAKAW*	OTC<br> 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”.

Item2.02 Results of Operations and Financial Condition.

On 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<br> Page Interactive Data File (embedded with the inline XBRL document)

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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:<br> May 13, 2026	By:	/s/ Teresa Gendron
		Teresa<br>Gendron
		Chief<br>Financial Officer

Exhibit99.1

NakamotoReports First Quarter 2026 Results

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CompletedCreation 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.

Q1Operational & Financial Highlights

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●	Completion<br> of the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO Management”)<br> on February 20, 2026, establishing Nakamoto’s foundational operating businesses across<br> media, asset management, and advisory.
●	Launched<br> an actively managed Bitcoin derivatives strategy designed to generate yield on treasury assets<br> and enhance capital efficiency while managing downside exposure.
●	Reported<br> total operating revenue of $2.7 million, including:
○	$1.6<br> million from operating businesses.
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○	$1.1<br> million from Bitcoin treasury and derivatives strategy.
●	Reported<br> a net loss of $238.8 million, primarily driven by non-cash and transaction-related items,<br> including:
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○	$102.5<br> million mark-to-market loss resulting from the decline in Bitcoin price during the quarter.
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○	$107.7<br> million non-cash reduction in the cumulative gain from the Company’s pre-acquisition<br> call option.
○	Approximately<br> $8.0 million of transaction-related and integration related costs.
●	Held<br> more than 5,000 Bitcoin as of March 31, 2026, with an aggregate fair value of approximately<br> $345 million at quarter-end.
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“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.”

FinancialSummary

$ in thousands	For<br> 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	)

FirstQuarter 2026 Financial Highlights

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Media& Information Services:

●	Revenue<br> of $0.8 million, including $0.5 million from media and $0.4 million from advisory services
●	Operating<br> loss of $2.8 million

Results reflect:

●	Approximately<br> $0.8 million of amortization of transaction-related intangible assets
●	Partial<br> quarter ownership
●	No<br> major events during Q1; historically, the businesses have experienced stronger financial<br> performance during quarters with larger scale events

AssetManagement:

●	Management<br> fee revenue of $0.2 million; no performance fees recognized during this quarter
●	Operating<br> loss of $0.5 million

Results reflect:

●	Approximately<br> $0.3 million of amortization of transaction-related intangible assets
●	Partial<br> quarter ownership
●	Lower<br> average assets under management during the period: assets under management totaled approximately<br> $109.5 million as of March 31, 2026

BitcoinOperations:

●	Revenue<br> of $1.1 million generated from the Company’s recently launched Bitcoin treasury and<br> derivatives strategy
●	Operating<br> loss of $109.9 million

Results reflect:

●	Revenue<br> generated from yield-oriented strategies utilizing the Company’s Bitcoin collateral
●	Mark-to-market<br> Bitcoin losses of $102.5 million related to the decline in Bitcoin price from $87,519 as<br> of December 31, 2025, to $68,220 as of March 31, 2026
●	Investment<br> losses of $7.9 million related to the mark-to-market decline in the Company’s investment<br> in Metaplanet and loss from our share of Treasury B.V.’s results

HealthcareOperations:

●	Revenue<br> of $0.5 million
●	Operating<br> loss of $0.6 million

Results reflect:

●	Ongoing<br> operating costs associated with legacy healthcare activities as the Company continues its<br> planned wind-down; which is expected to be substantially completed by the end of the second<br> quarter of 2026

Other:

●	Primarily<br> reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory
●	Operating<br> loss of $12.5 million includes approximately $6.9 million of transaction-related and integration<br> 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.

LiquidityHighlights

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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.

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EnterpriseValue: 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.

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SharesIssued and Outstanding: As of March 31, 2026, Nakamoto’s shares outstanding were 690,018,254 and fully diluted shares outstanding were 892,723,519.

AboutNakamoto Inc.

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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 Bitcoinfor 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.

ForwardLooking Statements

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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-GAAPFinancial 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.

MediaContact

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Carissa Felger / Sam Cohen

Gasthalter & Co.

(212) 257-4170

Nakamoto@gasthalter.com

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InvestorRelations Contact

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Steven Lubka

VP of Investor Relations

(615) 701-8889

Investors@nakamoto.com

Statementof Operations

($ in thousands, except per share<br> amounts)	For<br> 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			8
Compensation		7,347			1,003
General and administrative		9,784			593
Depreciation and amortization		1,115			18
Loss on change in fair<br> value of digital assets		102,485			-
Loss<br> on investments		7,885			-
Total operating expenses		128,848			1,622
Operating<br> loss		(126,170	)		(1,042	)
Non-operating income (expense):
Other income (expense),<br> net		(642	)		10
Interest expense		(4,220	)		(6	)
Change<br> in fair value of call option - related party		(107,744	)		-
Total non-operating income<br> (expense)		(112,606	)		4
Net loss before provision<br> for income taxes		(238,776	)		(1,038	)
Provision for income taxes		-			-
Net<br> 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

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($ in thousands)	For<br> the Quarter Ended March 31, 2026
	Media<br> & Information Services			Asset<br> Management			Bitcoin<br> Operations			Healthcare<br> Operations			Other			Eliminations			Total
Operating revenues:
Media	$	477		$	-		$	-		$	-		$	-		$	(68	)	$	409
Advisory		356			-			-			-			154			-			510
Asset management		-			209			-			-			-			-			209
Derivative		-			-			1,071			-			-			-			1,071
Healthcare		-			-			-			479			-			-			479
Total operating revenues		833			209			1,071			479			154			(68	)		2,678
Operating expenses:
Cost of revenue		77			-			155			-			-			-			232
Compensation		2,092			239			292			836			3,888			-			7,347
General and administrative		657			96			146			233			8,720			(68	)		9,784
Depreciation and amortization		767			330			-			18			-			-			1,115
Loss on change in fair<br> value of digital assets		-			-			102,485			-			-			-			102,485
Loss<br> on investments		-			-			7,885			-			-			-			7,885
Total operating expenses		3,593			665			110,963			1,087			12,608			(68	)		128,848
Operating<br> income (loss) (GAAP)	$	(2,760	)	$	(456	)	$	(109,892	)	$	(608	)	$	(12,454	)	$	-		$	(126,170	)
Adjustments
Loss on change in fair<br> value of digital assets		-			-			102,485			-			-			-			102,485
Loss on investments		-			-			7,885			-			-			-			7,885
Depreciation and amortization		767			330			-			18			-			-			1,115
Transaction-related compensation		-			-			10			-			844			-			854
Transaction-related<br> general and administrative		-			-			-			-			6,061			-			6,061
Total adjustments		767			330			110,380			18			6,905			-			118,400
Adjusted<br> operating income (loss) (non-GAAP)	$	(1,993	)	$	(126	)	$	488		$	(590	)	$	(5,549	)	$	-		$	(7,770	)

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($ in thousands)	For<br> the Quarter Ended March 31, 2025
	Media<br> & Information Services		Asset<br> Management		Bitcoin<br> Operations		Healthcare<br> Operations			Other		Eliminations		Total
Operating revenues:
Media	$	-	$	-	$	-	$	-		$	-	$	-	$	-
Advisory		-		-		-		-			-		-		-
Asset management		-		-		-		-			-		-		-
Derivative		-		-		-		-			-		-		-
Healthcare		-		-		-		580			-		-		580
Total operating revenues		-		-		-		580			-		-		580
Operating expenses:
Cost of revenue		-		-		-		8			-		-		8
Compensation		-		-		-		1,003			-		-		1,003
General and administrative		-		-		-		593			-		-		593
Depreciation and amortization		-		-		-		18			-		-		18
Loss on change in fair<br> value of digital assets		-		-		-		-			-		-		-
Loss<br> on investments		-		-		-		-			-		-		-
Total operating expenses		-		-		-		1,622			-		-		1,622
Operating<br> income (loss) (GAAP)	$	-	$	-	$	-	$	(1,042	)	$	-	$	-	$	(1,042	)
Adjustments
Loss on change in fair<br> value of digital assets		-		-		-		-			-		-		-
Loss on investments		-		-		-		-			-		-		-
Depreciation and amortization		-		-		-		18			-		-		18
Transaction-related compensation		-		-		-		-			-		-		-
Transaction-related<br> general and administrative		-		-		-		-			-		-		-
Total adjustments		-		-		-		18			-		-		18
Adjusted<br> operating income (loss) (non-GAAP)	$	-	$	-	$	-	$	(1,024	)	$	-	$	-	$	(1,024	)

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Reconciliationof 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<br> Outstanding (GAAP)		690,018,254
Options		78,714,493
Pre-Funded Warrants		61,704,975
Holdback Shares for BTC<br> Inc and UTXO Acquisitions		27,483,604
Restricted Stock Units		17,636,822
Shares to be Issued Upon<br> Letters of Transmittal		16,678,652
Cash Warrants - Tradeable		384,936
Cash<br> Warrants - Non-Tradeable		101,783
Fully Diluted Shares Outstanding<br> (non-GAAP)		892,723,519