NAKA Nakamoto Inc. - 8-K

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 Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On
May 21, 2026, the board of directors (the “Board”) of Nakamoto Inc., a Delaware corporation (the “Company”) approved
an increase in the number of directors constituting the Board from six (6) to seven (7) and appointed Tyler Evans, Chief Investment Officer
of the Company, as a Class II director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor
is duly elected and qualified. Mr. Evans will not serve on any committees of the Board. Mr. Evans does not qualify as an independent
director for purposes of Nasdaq Stock Market LLC listing rules, as well as applicable rules of the United States Securities and Exchange
Commission (the “SEC”). Mr. Evans will not receive additional compensation in connection with his service on the Board and
there will be no modification to Mr. Evans’ existing compensation arrangement as Chief Investment Officer of the Company.

Mr.
Evans’ full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to
Mr. Evans, are included in the Company’s Annual Report on Form 10-K, filed by the Company with the SEC on March 30, 2026, and are
incorporated into this Item 5.02 by reference.

There
are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was named a director of the Company.
Mr. Evans does not have any family relationship with the Company’s directors or executive officers or any persons nominated or
chosen by the Company to be a director or executive officer. Mr. Evans has not entered into any material plan, contract, arrangement
or amendment in connection with his appointment to the Board.

Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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 ticker symbol for the Common Stock remains “NAKA”.

As
previously disclosed, at the Special Meeting of Stockholders held on May 8, 2026 (the “Special Meeting”), the Company’s
stockholders approved the Certificate of Amendment and authorized the Board
to determine the ratio of the reverse stock split within a specified range of 1-for-20 and 1-for-50. Following the Special Meeting, the
Board determined to effect the Reverse Stock Split at a ratio of 1-for-40.

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. To the extent
any fractional share would be issued pursuant to the Company’s equity plans, such share will be rounded down in connection with
the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately
based upon the Reverse Stock Split ratio.

VStock
Transfer, LLC (“VStock”) is acting as paying agent for the Reverse Stock Split and will adjust registered stockholders’
book-entry accounts to reflect the applicable ratio automatically. Stockholders owning shares via a broker or other nominee will have
their positions automatically adjusted to reflect the Reverse Stock Split, subject to the brokers’ particular processes, and generally
will not be required to take any action.

On
May 22, 2026, the Company’s Common Stock began trading on Nasdaq on a Reverse Stock Split-adjusted basis. The new CUSIP number
for the Company’s Common Stock following the Reverse Stock Split is 49457M205. The CUSIP number for the Company’s tradeable
warrants, which are quoted on OTC Pink Market, did not change.

The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.

Item
7.01 Regulation FD Disclosure.

On
May 20, 2026, 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, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On May 22, 2026, the Company issued a press release announcing Mr. Evans’ appointment, a copy of which is attached
as Exhibit 99.2 hereto and is incorporated herein by reference.

The
information in Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.

Description

3.1

Certificate
of Amendment to the Restated Certificate of Incorporation of Nakamoto Inc.

99.1

Press
Release Announcing Reverse Stock Split dated May 20, 2026.

99.2

Press Release Announcing Board Expansion, dated May 22, 2026

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