Form 8-K

8-K — Nakamoto Inc.

Accession: 0001493152-26-028223

Filed: 2026-06-11

Period: 2026-06-05

CIK: 0001946573

SIC: 6199 (FINANCE SERVICES)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 5, 2026

Nakamoto

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

300

10th Ave South, Nashville, TN

37203

(Address

of Principal Executive Offices)

(Zip

Code)

(615)

676-8668

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

Stock, par value $0.001

NAKA

The

Nasdaq Stock Market LLC

Tradeable

Warrants to purchase shares of Common Stock, par value $0.001 per share

NAKAW*

OTC

Pink Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*The

registrant’s tradeable warrants trade over-the-counter on OTC Pink Market operated on the OTC Markets under the trading symbol

“NAKAW”.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Restructured

Loan Term Sheet under the Master Loan Agreement with Kraken

June 5, 2026, Nakamoto Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiary, Nakamoto

Holdings Inc., a Delaware corporation (the “Borrower”), and Payward Interactive, Inc., a Florida corporation, doing

business as Kraken (“Kraken”), executed a loan term sheet (the “Restructured Loan Term Sheet”)

under that certain Master Loan Agreement, dated as of December 3, 2025, by and between the Borrower and Kraken (as amended, the “Master

Loan Agreement”). The Restructured Loan Term Sheet supersedes in its entirety that certain loan term sheet, dated as of December

9, 2025, by and between the Borrower and Kraken (the “December Term Sheet”), and the loans issued under the December

Term Sheet were deemed repaid and the outstanding principal balance thereunder was deemed to be transferred to the Borrower pursuant

to the Restructured Loan Term Sheet, without the need for any notice or actual transfer of loaned digital currency.

Pursuant

to the Restructured Loan Term Sheet, the Borrower borrowed a fixed-term loan in a principal amount of 210,000,000 USDT (the “Restructured

Loan”), secured by 4,405 Bitcoin, all of which were held in either (i) a control account (the “Control Account”)

or (ii) a designated Bitcoin yield strategy collateral account (the “Trading Wallet,” together with the Control Account,

the “Collateral Account”), both held for the benefit of Kraken by Payward Financial, Inc. (the “Custodian”),

an affiliate of Kraken, and subject to an account control agreement by and among Kraken, the Borrower and the Custodian. The Restructured

Loan was scheduled to mature in two tranches: 105,000,000 USDT of the outstanding principal amount was to mature on December 4, 2026,

and the remaining 105,000,000 USDT was to mature on June 30, 2027. The Borrower had the right to make early returns of the Restructured

Loan, in whole or in part, upon 30 days’ prior written notice to Kraken, with no early return penalty.

The

Restructured Loan bore a loan fee of (i) 7.75% per annum during any period in which the Borrower held at least 2,000 Bitcoin (the “Baseline

Collateral Amount”) in the Trading Wallet, and (ii) 8.00% per annum during any period in which the Borrower held less than

the Baseline Collateral Amount in the Trading Wallet.

Partial

Repayment of Restructured Loan

Following

the Borrower’s entry into the Restructured Loan Term Sheet and issuance of the Restructured Loan, the Borrower

sold approximately 600 Bitcoin and certain Bitcoin derivative contracts, generating approximately $48 million net proceeds.

On June 5, 2026, the Borrower applied $45 million of those net proceeds to reduce the outstanding principal amount of the Restructured

Loan from 210,000,000 USDT to 165,000,000 USDT (the “Partial Repayment”).

June

Term Sheet under the Master Loan Agreement with Kraken

Following

the Partial Repayment, the Borrower and Kraken entered into a subsequent loan term sheet, dated June 5, 2026 (the “June Term

Sheet”), under the Master Loan Agreement. The June Term Sheet supersedes in its entirety the Restructured Loan Term Sheet,

and the loans issued under the Restructured Loan Term Sheet are deemed repaid and the outstanding principal balance thereunder is deemed

to be transferred to the Borrower pursuant to the June Term Sheet, without the need for any notice or actual transfer of loaned digital

currency.

Pursuant

to the June Term Sheet, the Borrower borrowed a fixed-term loan in a principal amount of 165,000,000 USDT (the “June Loan”),

which amount reflects the reduced principal balance of the Restructured Loan following the Partial Repayment. The June Loan is secured

solely by Bitcoin pledged by the Borrower to Kraken and held in the Collateral Account pursuant to the Master Loan Agreement, and no

other assets of the Company or Borrower.

The

initial collateral required to secure the June Loan was 3,805.112 Bitcoin, equal to the amount of Bitcoin then held in the Collateral

Account. Should the value of the Bitcoin in the Collateral Account exceed a certain value threshold, excess Bitcoin shall be returned

to the Borrower. Should the value of the Bitcoin in the Collateral Account fall below a certain value threshold, the Borrower shall either

repay a portion of the then outstanding June Loan or pledge additional Bitcoin collateral to Kraken, or a combination thereof, such that

the value of the Bitcoin collateral satisfies the applicable collateral maintenance requirements under the Master Loan Agreement. If

the value of the Bitcoin collateral falls below the applicable liquidation threshold, an event of default shall have occurred under the

Master Loan Agreement and Kraken shall have the right to liquidate the Bitcoin collateral.

The

June Loan matures in two tranches: 60,000,000 USDT of the outstanding principal amount matures on December 4, 2026, and the remaining

105,000,000 USDT matures on June 30, 2027. The Borrower has the right to make early returns of the June Loan, in whole or in part, upon

30 days’ prior written notice to Kraken, with no early return penalty.

The

June Loan bears a loan fee of (i) 7.75% per annum during any period in which the Borrower holds at least the Baseline Collateral Amount

in the Trading Wallet, and (ii) 8.00% per annum during any period in which the Borrower holds less than the Baseline Collateral Amount

in the Trading Wallet.

The

foregoing description of the Master Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of both (i) the Master Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, and (ii) the First Amendment

to the Master Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with

the SEC on February 2, 2026, each of which is incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

June 11, 2026, the Company issued a press release regarding events described in this Current Report on Form 8-K. A copy of the press

release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The

information in Exhibit 99.1 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

8.01. Other Events

Nasdaq

Compliance

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.

2026

Repurchase Program

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 specific timing and amount of repurchases will vary based on available capital resources and other financial

and operational performance metrics, market conditions, securities law limitations and other factors.

The Company previously

entered into a Rule 10b-18 Repurchase Plan (the “Repurchase Plan”) on December 18, 2025, with TD Securities

Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase

shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Plan will continue in effect until

terminated by either the Company or the Broker, with or without cause, upon written notice to the other party.

This

Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, contains forward-looking statements within the meaning of the

U.S. federal securities laws, including statements regarding the anticipated benefits of the June Term Sheet and the June Loan, expected

reductions in financing costs, the Company’s ability to satisfy its collateral maintenance and repayment obligations, the timing,

manner and amount of repurchases, if any, under the 2026 Repurchase Program, and the Company’s continued compliance with Nasdaq

listing requirements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that

could cause actual results to differ materially, including the volatility of Bitcoin prices and the resulting impact on the Bitcoin collateral

securing the Company’s indebtedness, risks related to the Company’s indebtedness and counterparty and custodial arrangements,

securities law and market limitations on the timing and volume of share repurchases, and the other risks described in the “Risk

Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its subsequent

filings with the SEC. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update

them except as required by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

99.1

Press Release, dated June 11, 2026.

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NAKAMOTO

INC.

Dated:

June 11, 2026

By:

/s/

Teresa Gendron

Teresa

Gendron

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nakamoto

Strengthens Capital Structure Through Debt Reduction, Refinancing, and Share Repurchase Authorization

Reduced

Outstanding Debt by $45 Million Paydown

Extended

Approximately 105 Million USDT of Principal to June 2027, Ability to Reduce Interest Rate, and Enhanced Collateral Flexibility

Announcement

of Board Authorization of Share Repurchase Program of up to $25 Million

NASHVILLE,

Tenn. – June 11, 2026: Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”), a Bitcoin

operating company, announced a series of strategic capital structure and treasury management initiatives designed to strengthen its balance

sheet, enhance financial flexibility, and create long-term shareholder value.

Key

highlights include:

● 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.

● Entered

into new loan term sheet that extended approximately 105 million USDT principal to June 30,

2027.

● Ability

to reduce the loan interest rate to 7.75% per annum and enhanced collateral flexibility using

collateral in the Company’s Bitwise trading wallet.

● Expected

to decrease annual financing costs by approximately $4 million.

● Authorized

a share repurchase program of up to $25 million, reflecting the Board’s confidence

in the Company’s intrinsic value and long-term growth prospects.

● Maintained

a Bitcoin treasury position of approximately 4,467 Bitcoin following the debt reduction and

refinancing transactions.

● Regained

Nasdaq compliance.

“The

recent volatility in Bitcoin markets reinforces the importance of maintaining a disciplined balance sheet. Through this refinancing,

we have reduced overall debt, extended the majority of our maturity profile into 2027, and improved the overall flexibility of our debt,”

said Tyler Evans, Chief Investment Officer and Director of Nakamoto. “These actions also strengthen our capital structure and are

expected to lower financing costs, providing additional optionality as we continue executing our long-term Bitcoin treasury strategy.

We are grateful to Kraken for being a thoughtful and supportive financing partner throughout this process.”

Debt

Paydown & New Loan Term Sheet

Nakamoto

has reduced its outstanding debt by $45 million through the repayment of a portion of its loan with Payward Interactive, Inc., doing

business as Kraken (“Kraken”).

The

repayment was funded through the sale of approximately 600 Bitcoin and Bitcoin-related derivative positions, generating approximately

$48 million net proceeds.

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.

The

debt reduction and refinancing significantly improve Nakamoto’s capital structure by lowering leverage, extending debt maturities,

and reducing financing costs. Collectively, the Company believes these actions are expected to reduce annual interest expense by approximately

$4 million, on an annualized basis, while enhancing liquidity and financial flexibility. Following these transactions, the Company maintains

approximately 4,467 Bitcoin on its balance sheet.

2026

Repurchase Program

connection with the Company’s ongoing efforts to enhance shareholder value and execute a disciplined capital allocation strategy,

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. Repurchases may also be made pursuant to Rule

10b5-1 trading plans and in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

The

timing, price, and amount of any repurchases will depend on a variety of factors, including market conditions, trading prices, available

liquidity, capital requirements, and other strategic considerations. The 2026 Repurchase Program is authorized through December 31, 2026,

and does not obligate the Company to acquire any specific number of shares, and the program may be suspended, modified, or discontinued

at any time at the discretion of the Board.

The

Board believes the repurchase authorization provides an attractive mechanism to return capital to shareholders while maintaining flexibility

to pursue the Company’s long-term growth objectives and Bitcoin treasury strategy.

Additional

details regarding the debt repayment and new loan term sheet will be available in the Current Report on Form 8-K that Nakamoto files

with the Securities and Exchange Commission in connection with this announcement.

Nasdaq

Compliance Update

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.

About

Nakamoto Inc.

Nakamoto

Inc. (Nasdaq: NAKA) is a Bitcoin operating company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media

& information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent

company of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference,

and Bitcoin for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments

across the Bitcoin ecosystem. For more information, visit nakamoto.com.

Forward

Looking Statements

All

statements, other than statements of historical fact, included in this communication that address activities, events or developments

that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.

federal securities laws. Forward-looking statements can be identified by the use of words such as “estimate,” “project,”

“predict,” “believe,” “expect,” “anticipate,” “potential,” “create,”

“intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,”

“look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,”

“allow,” “seek,” “see,” “aim,” “target,” or the negative of such terms or

other variations thereof. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking

statements in this press release include, but are not limited to, statements regarding: the anticipated benefits of the new loan with

Kraken, including reduced financing costs and extended maturities; the Company’s ability to satisfy the collateral maintenance,

repayment and other obligations under the Master Loan Agreement, as amended, and the new loan term sheet; the Company’s plans for

the management, deployment or sale of its Bitcoin holdings, including its Bitcoin derivatives program; the timing, manner, amount and

effects of repurchases under the 2026 Repurchase Program, including repurchases effected pursuant to trading plans; the Company’s

continued compliance with Nasdaq listing requirements; and the Company’s capital allocation plans, financial outlook, strategic

initiatives and anticipated operational performance. These forward-looking statements are inherently uncertain and involve numerous assumptions

and risks. Factors that could cause actual results to differ materially from those projected include, but are not limited to: (i) the

volatility of Bitcoin prices and its impact on the Company’s financial results and on the value of the Bitcoin collateral securing

the Company’s indebtedness, including the risk that declines in Bitcoin prices could require the Company to repay outstanding loan

amounts or pledge additional Bitcoin, or result in an event of default and the liquidation of the Bitcoin collateral at unfavorable prices;

(ii) risks related to the Company’s existing indebtedness, including collateral maintenance requirements, covenant compliance,

counterparty and custodial risk, and risks associated with stablecoin-denominated obligations; (iii) the risk that the Company repurchases

fewer shares than anticipated, or no shares, under the 2026 Repurchase Program, which does not obligate the Company to repurchase any

shares and may be modified, suspended or terminated at any time, and the effects of securities law limitations on the timing and volume

of repurchases; (iv) the risk that the Company is unable to maintain compliance with Nasdaq’s continued listing requirements; (v)

regulatory developments affecting digital assets and the Company’s business operations; and (vi)other important factors detailed

in Nakamoto’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that

are filed, or will be filed, with the SEC and that are or will be available on Nakamoto’s website at www.nakamoto.com and

on the website of the SEC at www.sec.gov.

All

forward-looking statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any

forward-looking statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation

to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required

by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute

a solicitation of any proxy or vote. Past performance is not indicative of future results.

Media

Contact

Carissa

Felger / Sam Cohen

Gasthalter

& Co.

(212)

257-4170

Nakamoto@gasthalter.com

Investor

Relations Contact

Steven

Lubka

of Investor Relations

(615)

701-8889

Investors@nakamoto.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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