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- Delisting (new) — Company is not in compliance with Nasdaq's $1.00 minimum bid price requirement and executed the reverse split to avoid potential delisting.
Nakamoto executes 1-for-40 reverse split to regain Nasdaq compliance, appoints CIO to board
Filed May 22, 2026 · Period ending May 21, 2026 · ~2 min read
Key Changes
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Company implemented 1-for-40 reverse stock split effective May 22, 2026, reducing outstanding shares from ~696M to ~17M to regain compliance with Nasdaq's $1.00 minimum bid price requirement after falling below the threshold.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Board expanded from six to seven directors and appointed Chief Investment Officer Tyler Evans as Class II director effective May 22, 2026. Evans is not independent under Nasdaq/SEC rules and receives no additional compensation for board service.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Stockholders approved reverse split range of 1-for-20 to 1-for-50 at May 8, 2026 special meeting; board selected 1-for-40 ratio within that range. Fractional shares will be paid in cash.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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All outstanding stock options, warrants (tradable, non-tradable, and pre-funded), and equity plan shares will be proportionately adjusted for the 1-for-40 ratio with exercise prices increased accordingly.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Nakamoto Inc. executed a 1-for-40 reverse stock split effective May 22, 2026, consolidating approximately 696 million shares into 17 million shares. The company disclosed it is not currently in compliance with Nasdaq's $1.00 minimum bid price requirement for continued listing and implemented the reverse split to boost the per-share price above this threshold.
Stockholders had approved a reverse split range of 1-for-20 to 1-for-50 at a special meeting on May 8, 2026, and the board selected the 1-for-40 ratio within that authorized range. The stock continues trading under the symbol NAKA with a new CUSIP number. The company simultaneously expanded its board from six to seven directors and appointed Tyler Evans, its Chief Investment Officer, as a Class II director.
Evans is not independent under Nasdaq and SEC rules and will receive no additional compensation beyond his existing CIO pay. The CEO cited Evans' capital markets expertise and public company experience as important for the company's focus on balance sheet management and capital allocation as it scales. All outstanding warrants and equity awards will be proportionately adjusted for the reverse split, with exercise prices increased accordingly and fractional shares paid in cash. The Nasdaq compliance issue is the primary concern. Reverse splits address the symptom (low share price) but not underlying business challenges that caused the price decline. Investors should monitor whether the company can maintain the higher price level and whether it addresses the fundamental issues that led to the compliance deficiency.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Nakamoto Inc. disclosed a material modification to shareholder rights related to a reverse stock split.
Added in current filing · verify on EDGAR →
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
The company filed an 8-K under Item 3.03 to disclose a reverse stock split that materially modifies shareholder rights. The filing appears incomplete or truncated, as it references information about the reverse stock split that should be contained elsewhere but is not provided in the available text. Reverse stock splits reduce the number of outstanding shares while proportionally increasing the share price, often used to meet exchange listing requirements or improve stock perception.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
8-K references Item 5.03 amendments to articles/bylaws but provides no substantive disclosure text.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
The filing references Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) but provides no actual disclosure text. The substantive content may be in an attached exhibit or elsewhere in the filing not provided here.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Nakamoto Inc. appointed its CIO to the board and executed a 1-for-40 reverse stock split effective May 22, 2026.
Added in current filing · verify on EDGAR →
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 company executed a 1-for-40 reverse stock split effective May 22, 2026, at 12:01 a.m. Eastern Time. The stock began trading on a post-split basis on Nasdaq that same day. Stockholders previously approved the reverse split at a special meeting on May 8, 2026, authorizing the board to select a ratio between 1-for-20 and 1-for-50.
Added in current filing · verify on EDGAR →
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.
No fractional shares will be issued from the reverse split; stockholders entitled to fractional shares will receive cash instead. All outstanding stock options, warrants, and equity plan shares will be proportionately adjusted for the 1-for-40 ratio, with exercise prices adjusted accordingly and any fractional shares under equity plans rounded down.
Event · Item 7.01 — Regulation FD Disclosure
Nakamoto Inc. announced a reverse stock split effective May 22, 2026, and appointed Mr. Evans to an undisclosed position.
Added in current filing · verify on EDGAR →
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
The company implemented a reverse stock split effective May 22, 2026.Reverse stock splits reduce share count and increase per-share price, often used to regain compliance with exchange listing requirements.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
the Company issued a press release announcing Mr. Evans’ appointment
The company announced the appointment of Mr. Evans to an unspecified role.The nature and materiality of this appointment cannot be assessed without the referenced press release.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
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.
Nakamoto is implementing a 1-for-40 reverse stock split effective May 22, 2026, combining every 40 shares into one share. The stock will continue trading under the symbol NAKA but with a new CUSIP number. This will reduce outstanding shares from approximately 696.1 million to approximately 17.4 million shares.
Added in current filing · view on EDGAR →
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 company is not currently in compliance with Nasdaq's $1.00 minimum bid price requirement for continued listing. The reverse split is designed to boost the per-share price above this threshold to avoid potential delisting.
Added in current filing · view on EDGAR →
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.
All outstanding warrants and equity awards will be proportionately adjusted for the reverse split. The number of shares underlying these instruments will be reduced by the 1-for-40 ratio, while exercise prices will be increased proportionately.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
Stockholders who would receive fractional shares after the reverse split will instead receive cash payment for those fractions. This is standard practice in reverse splits to avoid issuing partial shares.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
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.
The company expanded its board by one seat and filled it with its existing Chief Investment Officer, Tyler Evans. This is an internal promotion to the board rather than an outside appointment. Evans will continue serving as CIO while adding board responsibilities.
Added in current filing · view on EDGAR →
“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.”
The CEO emphasized that Evans' appointment supports the company's focus on balance sheet management, capital allocation, and shareholder value as Nakamoto scales. The statement suggests the board is prioritizing financial and capital markets expertise as the company grows.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
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.
Evans has experience in Bitcoin-focused capital markets and asset management, serving as CIO of both Nakamoto and UTXO Management (a Nakamoto subsidiary). He also holds board positions at three other companies: Metaplanet Inc., The Smarter Web Company Plc, and Matador Inc., bringing public company board experience to his new role.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify