Nakamoto Inc. 8-K

What Happened

• Nakamoto Inc. (NAKA) filed an 8-K reporting a 1-for-40 reverse stock split of its common stock that became effective at 12:01 a.m. ET on May 22, 2026; the Company’s common stock began trading on a post-split basis on Nasdaq that day.
• The Board also approved an increase in directors from six to seven and appointed Tyler Evans, the Company’s Chief Investment Officer, as a Class II director (serving until the 2026 Annual Meeting). Mr. Evans is not independent under Nasdaq/SEC rules and will receive no additional board compensation.

Key Details

• Reverse split ratio: 1-for-40, effective 12:01 a.m. ET on May 22, 2026; trading on a split-adjusted basis began on Nasdaq at market open May 22.
• Ticker remains “NAKA”; new CUSIP for common stock: 49457M205. Tradeable warrants’ CUSIP did not change.
• Fractional shares will not be issued; holders entitled to fractional shares will receive cash in lieu. VStock Transfer, LLC is the paying agent and will adjust registered book-entry accounts automatically. Brokers will adjust nominee accounts per their processes.
• Proportionate adjustments will be made to per-share exercise prices and the number of shares issuable under outstanding options, pre-funded warrants, tradable and non-tradable warrants, and equity plans; shares reserved under equity plans will be reduced proportionately.
• Board change: increased from six to seven members; Tyler Evans appointed Class II director, will not serve on any board committees, and will continue in his role as Chief Investment Officer with no change to his compensation.

Why It Matters

• For shareholders: the reverse split reduces the number of outstanding shares and increases the per-share price by the 1-for-40 ratio; your account position should be automatically adjusted and any fractional share converted to a cash payment. Options and warrants you hold will be adjusted per the split ratio.
• For governance: adding the Company’s CIO to the Board increases board size but does not add an independent director; Mr. Evans’ board role comes with no extra pay and is short-term (until the 2026 Annual Meeting).
• Market and trading: trading adjustments have been completed on Nasdaq; the split and director appointment are material corporate actions investors should note when reviewing holdings, option/warrant positions, and future corporate disclosures.