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Get filing alertsNakamoto pays down $45M debt with Bitcoin sale, extends $105M to 2027, authorizes up to $25M buyback
Filed June 11, 2026 · Period ending June 5, 2026 · ~1 min read
Key Changes
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high
Sold ~600 Bitcoin for $48M to repay $45M debt, reducing leverage while retaining ~4,467 Bitcoin treasury; refinanced remaining 165M USDT with 105M extended to June 2027 at 7.75%-8.0% interest, cutting annual interest ~$4M.
Exhibit 99.1 view on EDGAR → -
high
Regained Nasdaq compliance after 10 consecutive days above $1/share (May 26-Jun 8), closing prior deficiency notice and removing delisting risk.
Item 8.01 — Other Events verify on EDGAR → -
medium
Board authorized up to $25M share repurchase program through Dec 31, 2026 via open market or private transactions; no obligation to execute specific amount.
Item 8.01 — Other Events verify on EDGAR →
Summary
Nakamoto executed a balance sheet optimization by monetizing approximately 600 Bitcoin (generating $48 million) to pay down $45 million in debt, then refinancing the remaining 165 million USDT with Kraken on improved terms. The refinancing splits the debt into a $60 million tranche maturing December 2026 and $105 million extended to June 2027, with interest dropping to 7.75% if the company maintains 2,000 Bitcoin collateral in its Bitwise account—expected to save approximately $4 million annually. The company retains approximately 4,467 Bitcoin in treasury after the sale.
The filing also resolves two overhang issues: Nakamoto regained Nasdaq compliance after its stock closed above $1 for 10 consecutive days, eliminating delisting risk, and the board authorized a up to $25 million share repurchase program through year-end. The buyback signals confidence in the stock while preserving flexibility—the company is not obligated to execute any specific amount and can suspend the program to prioritize Bitcoin accumulation if market conditions shift. The debt reduction and maturity extension improve near-term liquidity while the Nasdaq resolution removes a key uncertainty for holders.
Section-by-Section Diff
Event · Exhibit 99.1
Nakamoto reduced debt by $45M, refinanced $105M to June 2027, and authorized a up to $25M share repurchase program.
Added in current filing · view on EDGAR →
Reduced outstanding debt by approximately $45 million through the monetization of a portion of its Bitcoin holdings and Bitcoin-related derivative positions. The repayment was funded through the sale of approximately 600 Bitcoin and Bitcoin-related derivative positions, generating approximately $48 million net proceeds.
Nakamoto paid down $45 million of its Kraken loan by selling approximately 600 Bitcoin and related derivatives for $48 million net proceeds. This reduces leverage and improves the balance sheet, though it also reduces the company's Bitcoin treasury position from approximately 5,067 to 4,467 Bitcoin.
Added in current filing · view on EDGAR →
Following the repayment, the Company entered into a new loan term sheet, under its Master Loan Agreement with Kraken, which governs the remaining outstanding balance of 165 million USDT. Under the new loan’s terms, 60 million USDT will mature on December 4, 2026, while the remaining 105 million USDT of principal has been extended to June 30, 2027. The new loan also bears an interest rate from 8.0% to 7.75% per annum, subject to the Company maintaining a specified baseline collateral level of 2,000 Bitcoin within its separately managed account managed by Bitwise Asset Management.
After the $45M paydown, Nakamoto refinanced the remaining 165 million USDT debt with Kraken: 60 million USDT matures December 2026, and 105 million USDT extends to June 2027. The interest rate can drop from 8.0% to 7.75% if the company maintains at least 2,000 Bitcoin collateral in its Bitwise account. The company expects this to reduce annual interest expense by approximately $4 million.
Added in current filing · view on EDGAR →
Nakamoto’s Board of Directors has authorized a share repurchase program of up to $25 million of the Company’s outstanding common stock (the “2026 Repurchase Program”). The authorization provides the Company with flexibility to repurchase shares from time to time through a variety of methods, including open market purchases, privately negotiated transactions, block trades, and other lawful means.
The board authorized up to $25 million in share repurchases through December 31, 2026, via open market purchases, private transactions, or block trades. The program does not obligate the company to buy any specific amount and may be suspended or modified at any time.
Added in current filing · verify on EDGAR →
On June 9, 2026, the Company received a letter from Nasdaq Listing Qualifications confirming that the Company regained compliance with the Nasdaq Listing Rule requiring a minimum $1 bid price and closing the matter.
Nakamoto regained compliance with Nasdaq's minimum $1 bid price requirement on June 9, 2026, resolving a prior deficiency notice. This removes the delisting risk that had been hanging over the stock.
Added in current filing · view on EDGAR →
Following these transactions, the Company maintains approximately 4,467 Bitcoin on its balance sheet.
After selling approximately 600 Bitcoin to fund the debt paydown, Nakamoto retains approximately 4,467 Bitcoin in its treasury. This represents the company's core Bitcoin holdings following the capital structure optimization.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 9, 2026, the Company received a letter from the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a) (1). The letter noted that for the 10 consecutive business days from May 26, 2026, through June 8, 2026, the closing bid price of the Company’s common stock, par value $0.001 per share (the “Common Stock”) was equal to or greater than $1.00 per share. Accordingly, the Company has regained compliance with Listing Rule 5450(a) (1), and Nasdaq considers this matter closed.
Nakamoto received confirmation from Nasdaq that it has regained compliance with the minimum $1.00 bid price requirement after maintaining a closing bid price at or above $1.00 for 10 consecutive business days from May 26 through June 8, 2026. This resolves a prior deficiency notice and closes the matter with Nasdaq.
Added in current filing · verify on EDGAR →
On June 10, 2026, the Board of Directors of the Company approved a share repurchase program (the “2026 Repurchase Program”) providing for the repurchase of up to $25 million of the Company’s outstanding shares of Common Stock. Under the 2026 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through trading plans established to comply with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act. The 2026 Repurchase Program will expire on December 31, 2026, unless earlier modified, suspended or discontinued by the Board and it does not obligate the Company to repurchase shares of Common Stock.
The board authorized a new share repurchase program allowing up to $25 million in buybacks of common stock through various methods including open market purchases and privately-negotiated transactions. The program runs through December 31, 2026, and does not obligate the company to repurchase any specific amount of shares.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify