Welcome to our dedicated page for Nakamoto SEC filings (Ticker: NAKAW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for NAKAW on Stock Titan centers on the regulatory disclosures of Kindly MD, Inc. relating to its tradeable warrants to purchase common stock, which trade on the OTC Pink Market under the NAKAW symbol. These filings provide the primary source of information about the warrants and their context within the company’s capital structure.
Kindly MD, Inc.’s Form 8-K and Form 8-K/A describe several key matters: the identification of NAKAW as tradeable warrants to purchase shares of common stock, the company’s status as an emerging growth company, and its corporate details as a Utah corporation based in Salt Lake City, Utah. The filings also outline an Agreement and Plan of Merger under which Kindly Holdco Corp merged with and into Nakamoto Holdings Inc., with Nakamoto becoming a wholly owned subsidiary of Kindly MD, Inc.
These reports further discuss related financing arrangements, including a PIPE Transaction, the issuance of pre-funded warrants, and a Debt Transaction involving convertible debentures. In a separate Form 8-K, the company details a notice of redemption for a Secured Convertible Debenture, specifying that outstanding amounts not converted by the redemption date will be redeemed at 100% of principal plus a 1.5% payment premium.
On Stock Titan, users can review these filings as they are made available from EDGAR and use AI-powered summaries to understand the significance of items such as merger disclosures, supplemental risk factors, Management’s Discussion and Analysis, and the treatment of warrants and debentures. This helps clarify how NAKAW fits into Kindly MD, Inc.’s overall reporting and capital structure.
Nakamoto Inc. filed an amended current report to expand disclosure around its acquisitions of BTC Inc. and UTXO Management GP, LLC. The amendment adds audited 2025 and 2024 financial statements and management discussions for both acquired businesses, plus unaudited pro forma combined results for the year ended December 31, 2025 giving effect to the mergers.
BTC Inc. shows strong growth, with 2025 revenue of $66.0 million versus $31.4 million in 2024 and net income rising to $14.8 million from $3.6 million. Events contributed $53.6 million of 2025 revenue, while newer advisory services added $2.2 million. As of December 31, 2025 BTC held $11.1 million in cash, total assets of $30.2 million, and management concluded there is no substantial doubt about its ability to continue as a going concern.
Nakamoto Inc. is transforming from a healthcare provider into a Bitcoin-focused holding company with a Bitcoin treasury and an ecosystem of Bitcoin-native businesses. The company plans to exit its legacy healthcare operations as it reorients around digital assets and related services.
As of December 31, 2025, Nakamoto held approximately 5,342 Bitcoin valued at $467.5 million, based on a Bitcoin price of $87,519. It later acquired BTC Inc, operator of the global Bitcoin Conference and Bitcoin Magazine, and UTXO, a Bitcoin-focused asset manager. Management highlights extreme Bitcoin price volatility, material regulatory uncertainty, a material weakness in internal controls, Nasdaq listing-compliance risk, and legacy healthcare liabilities as key risks for shareholders.
Evans Tyler Matthew reported acquisition or exercise transactions in this Form 4 filing.
Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew received a grant of 600,000 shares of Common Stock on March 12, 2026. The filing describes this as a fully vested stock award issued under the 2025 Equity Incentive Plan in partial satisfaction of his 2025 bonus payment. Following this award, he directly holds 20,852,678 shares, reflecting compensation rather than an open-market purchase or sale.
Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards in an amended insider filing. On February 20, 2026, he received 17,841,993 shares of Common Stock as a grant/award, consisting of 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement. He also was granted several fully vested stock options, each exercisable on a one-for-one basis for Common Stock at a $0.07 exercise price, with expiration dates in 2028 and 2029, which were assumed pursuant to the BTC Merger Agreement. Following these transactions, his direct Common Stock holdings were 20,252,678 shares. The amended Form 4 is stated to be filed solely to correct a scrivener's error in the previously disclosed total beneficial ownership.
David Bailey, Chairman and CEO of Nakamoto Inc., filed a Schedule 13D reporting beneficial ownership of 119,361,200 shares of common stock, representing 17.33% of the class, based on 688,942,624 shares outstanding as of February 26, 2026.
Bailey’s stake comes from several transactions: the Nakamoto merger (11,160,572 shares), the UTXO merger (11,916,837 shares), the BTC merger (96,283,791 shares), and 751,879 RSUs granted under a consulting agreement. He holds sole voting and dispositive power over these shares.
Bailey states he holds the securities for long‑term investment but may buy or sell more in the future. His shares are subject to lock‑up agreements tied to the Nakamoto, UTXO, and BTC mergers, and he benefits from registration rights that can support future registered sales, including potential underwritten offerings of at least $25 million.
Nakamoto Inc. disclosed that investor Bailey Calli Sullivan is a beneficial owner of more than ten percent of the company’s stock. The Form 3 filing reports direct ownership of 109,959,346 shares of common stock as of February 20, 2026, establishing this large existing position.
Nakamoto Inc. completed stock-for-stock acquisitions of BTC Inc. and UTXO Management GP, LLC, issuing and assuming in total 364,795,104 Nakamoto common shares valued at approximately $81.6 million based on a $0.248 share price. BTC holders received 259,886,237 shares plus 78,427,012 shares reserved for assumed BTC options, while UTXO holders received 26,481,860 shares, with portions of both consideration packages held back for post-closing adjustments and indemnities.
The deals add businesses that together generated about $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income in the 12 months ended September 30, 2025. As of February 25, 2026, common shares outstanding were 683,451,950 and fully diluted shares were 890,148,039. Key insiders now hold significant stakes, including D. Bailey at 17.46%, C. Bailey at 14.47%, and Evans at 6.44%, with their merger shares subject to lock-up agreements for up to 12 months.
Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards. On February 20, 2026, he acquired stock options labelled as grants or awards, including one for 12,491,284 stock options with a per-share exercise relationship of one option for one share of common stock.
On the same date, he also acquired 17,841,993 shares of common stock at a stated price of $0.00 per share, described as received under two separate merger agreements involving BTC Inc. and UTXO Management GP, LLC. Certain fully vested options were assumed by Nakamoto Inc. pursuant to one of these merger agreements.
Nakamoto Inc. reported that Chief Commercial Officer Creighton Andrew John acquired 1,685,500 stock options on February 20, 2026 through a grant or award. According to the footnote, these options are fully vested and exercisable on a one-for-one basis for Nakamoto Inc. common stock. The options were assumed by Nakamoto Inc. under an Agreement and Plan of Merger dated February 16, 2026, and following this grant he holds 1,685,500 options directly.
Nakamoto Inc. filed a Regulation FD update after its CEO discussed pending acquisitions of BTC Inc. and UTXO Management GP, LLC on an X Space hosted by Bitcoin Magazine. During that event he loosely described the targets’ combined revenue as “over roughly $100 million.”
Using preliminary unaudited figures for the 12 months ended December 31, 2025, Nakamoto now states that BTC and UTXO actually generated $78 million of combined revenue. It also discloses a non-GAAP profitability metric for an earlier period: based on preliminary unaudited results for the 12 months ended September 30, 2025, the combined EBITDA of BTC and UTXO was $34,180,486.
The company explains how it defines EBITDA and presents it as a supplemental, non-GAAP measure alongside a reconciliation from GAAP net income. The filing also reiterates extensive forward-looking statement language and risks related to closing and integrating the mergers and to Bitcoin market volatility.