Nakamoto Inc. 8-K

What Happened

• Nakamoto Inc. announced on June 17, 2026 that its Audit Committee dismissed Sadler, Gibb & Associates, LLC as the company’s independent registered public accounting firm. Sadler had been engaged beginning in 2022 and was informed of the dismissal on June 17, 2026.
• The filing states there were no disagreements with Sadler on accounting, financial disclosure or audit scope during Sadler’s engagement, and Sadler’s audit reports for the fiscal years ended December 31, 2025 and 2024 were unmodified (no adverse opinion or disclaimer). The company also noted the only “reportable” item was a previously disclosed material weakness in internal control over financial reporting (described in the company’s 2025 Form 10-K).

Key Details

• Date of dismissal: June 17, 2026.
• Auditor engaged period: From 2022 through June 17, 2026.
• Audit reports: Sadler’s reports for 2024 and 2025 were not qualified or modified.
• Internal control note: Company previously disclosed a material weakness in its 2025 Form 10-K; the Audit Committee discussed this with Sadler and authorized Sadler to respond to inquiries from Wolf & Company, P.C.
• Administrative step: Nakamoto provided Sadler with a copy of this Form 8-K and requested a letter to the SEC confirming Sadler’s concurrence with the statements in the filing. Exhibit 16.1 is Sadler’s letter dated June 17, 2026.

Why It Matters

• A change in the independent auditor is a governance event investors watch closely because it can affect audit continuity and confidence in financial reporting. Nakamoto’s filing emphasizes there were no unresolved disagreements with the former auditor and that prior audit opinions were unmodified.
• The disclosure of a previously reported material weakness in internal control is a concrete, company-reported issue that investors should note; it may affect the timing and reliability of future financial reporting until the company remediates the control weakness.
• Investors should monitor subsequent filings (including any Form 8-K appointing a successor auditor and progress reports on remediation) for further information on audit oversight and internal control improvements.