Legacy healthcare operations fully wound down in Q2; the last clinic closed June 19, 2026, and all prior-period healthcare results were reclassified to discontinued operations. Q2 shutdown costs (severance, lease impairments, termination costs) totaled $1.2M.
On June 30, 2026, Nakamoto recognized a $105.2M goodwill impairment ($80.6M in Media & Information Services, $24.6M in Asset Management), triggered by sustained declines in its stock price, market capitalization, and the Bitcoin price. Post-impairment goodwill stands at $11.0M and $5.4M, respectively.
The flagship Bitcoin Conference, held in Las Vegas in April 2026, generated $22.6M in revenue within the $25.1M Media & Information Services segment total for Q2. Separately, the Bitcoin derivative program (writing covered calls on 1,550 BTC and purchasing protective calls on 200 BTC) produced $10.4M in net derivative revenue, of which approximately $9.3M related to downside mitigation.
On June 5, 2026, Nakamoto restructured its Kraken loan: it sold approximately 600 Bitcoin and derivative positions to raise ~$48M, repaid 45M USDT, and replaced the prior 210M USDT facility with a 165M USDT June Loan (60M USDT maturing December 4, 2026; 105M USDT maturing June 30, 2027) at 7.75%-8.00% per annum, secured by 3,805 pledged Bitcoin (~$222.7M). Bitcoin declined from $68,220 (March 31) to $58,532 (June 30), driving a $48.7M unrealized fair-value loss on the treasury's 4,467 BTC.
On May 22, 2026, the company effected a 1-for-40 reverse stock split; Nasdaq confirmed regained minimum-bid-price compliance on June 9, 2026. On June 10, 2026, the Board approved a new $25M share-repurchase program (expiring December 31, 2026); no shares had been repurchased under it as of June 30.
UTXO (acquired February 20, 2026) reported Q2 assets under management of $103.0M, down from $109.5M at quarter-start due to $6.4M in redemptions and $5.6M of net market depreciation, partially offset by $5.6M in additions. On June 1, 2026, Nakamoto contributed its remaining 3.0M Metaplanet shares (fair value $5.5M) to 210k Capital, eliminating its direct Metaplanet equity position.
(Filed on May 13, 2026)
+177.1%
85.6%
$35.3M
Completed acquisitions of BTC Inc (Bitcoin media/events company publishing Bitcoin Magazine and producing the Bitcoin Conference) and UTXO Management GP (GP and investment manager of 210k Capital and Bitcoin Ecosystem funds) on February 20, 2026, in a related-party transaction (CEO David Bailey and CIO Tyler Evans held prior ownership/leadership roles). Consideration was entirely Nakamoto common stock: 259,886,237 shares plus 78,427,012 reserved for assumed options for BTC Inc, and 26,481,860 shares for UTXO. Preliminary purchase price allocations included $93.5M total goodwill ($70.8M to Media & Information Services; $22.7M to Asset Management) and $99.3M in identifiable intangibles. Acquisition-related costs were $6.1M. Since closing, BTC Inc contributed $833K revenue and a $2.8M net loss; UTXO contributed $209K revenue and a $453K net loss.
Held 5,064 Bitcoin at quarter-end with a fair value of $345.5M (cost basis $598.9M), reflecting a decline in Bitcoin price from $87,519 (12/31/2025) to $68,220 (3/31/2026) and producing a $102.5M mark-to-market loss. Of the 5,064 BTC, 4,405 (~$300.5M) are pledged as collateral under the $210M Kraken loan (8% fixed, maturing December 4, 2026); an additional 688 BTC were pledged on February 5, 2026 to meet collateral maintenance requirements. A January 30, 2026 MLA amendment permitted funding of a designated trading wallet at Kraken that serves as additional collateral. The company sold $20.5M of Bitcoin during the quarter for working capital.
Launched an actively managed Bitcoin derivatives program in February 2026 to generate volatility income and hedge downside exposure. As of March 31, 2026, the program comprised written call options on 1,850 BTC (strikes $83K–$100K, expirations through December 25, 2026), written put options on 1,000 BTC (strikes $45K–$50K, expiring April 24, 2026), and purchased protective puts on 2,000 BTC (strikes $60K–$62K, expirations through December 25, 2026), yielding net derivative revenue of $1.1M for the quarter.
Announced in March 2026 the intention to exit the legacy healthcare business (outpatient pain-management clinics and telemedicine), with shutdown expected to be substantially complete by end of Q2 2026. Healthcare segment revenue was $479K in Q1 2026, down 17% year-over-year, and the segment generated a $608K operating loss. The company also restructured into four reportable segments—Media & Information Services, Asset Management, Bitcoin Operations, and Healthcare Operations—effective with the acquisitions.
Asset Management segment (UTXO) reported approximately $109.5M in assets under management at March 31, 2026, with management fee rates of 1.5%–2.0% (210k Capital) and 2.0% (Bitcoin Ecosystem) plus performance/carry fees contingent on return thresholds. The company also recorded a $4.0M equity-method loss from its ~27.6% look-through stake in Treasury B.V. (carrying value $10.9M) and a $3.9M loss on its Metaplanet investment after selling 5.0M shares for $11.1M in net proceeds (realized loss $7.5M), leaving 3.0M shares valued at $5.5M.
Subsequent to quarter-end, on May 8, 2026, stockholders approved a reverse stock split at a ratio between 1-for-20 and 1-for-50 (exact ratio to be set by the Board), reflecting 696.1M shares outstanding as of May 11, 2026 versus 440M at December 31, 2025, the increase driven primarily by share issuances for the BTC Inc and UTXO acquisitions.
(Filed on March 30, 2026)
-26.3%
100.0%
$21.1M
Q4 2025 Bitcoin fair-value loss and holdings: Bitcoin price fell from $114,078 (Sept 30) to $87,519 (Dec 31) in Q4, which the filing identifies as the primary driver of the full-year $166.1M loss on change in fair value of digital assets. As of Dec 31, 2025, the company held 5,342 BTC valued at $467.5M; 3,717 BTC (~$325.3M) were pledged as collateral. Annual context: total Bitcoin purchases across fiscal 2025 were ~$680M (net investing cash outflow), with a weighted-average purchase price of $118,171 per BTC.
Q4 debt restructuring: On Oct 6, 2025, subsidiary Naka entered a 206M USDT loan at 7% with Antalpha Digital (Singapore) to repay a prior Naka Credit Facility; this loan was fully repaid in December when Nakamoto Holdings entered a 210M USDT Master Loan with Kraken (Dec 3-9, 2025) at 8% per annum, maturing Dec 4, 2026, secured by 3,717 BTC with ongoing margin-maintenance and liquidation triggers. Post-Q4 (Jan 30, 2026), a First Amendment to the Kraken loan established a designated trading wallet for an options-writing strategy (covered calls and cash-secured puts) on a portion of the collateralized Bitcoin.
Q4 Nasdaq listing compliance: On Dec 10, 2025, Nasdaq notified the company of non-compliance with the $1.00 minimum bid price requirement. The company must maintain a closing bid of $1.00 or more for 10 consecutive business days by June 8, 2026, or risk delisting; the filing notes a prolonged Bitcoin price decline could further jeopardize compliance given the asset concentration.
Q4 corporate actions: On Dec 17, 2025, the company converted from a Utah to a Delaware corporation. On Dec 18, 2025, the Board approved a $10M common-stock repurchase program (terminated Jan 31, 2026); 2,004,305 shares were repurchased in December at an average price of $0.37. Annual context: the full-year transformation from a Utah-based healthcare company (KindlyMD, Inc.) to a Bitcoin treasury company was completed via the August 14, 2025 reverse merger with Nakamoto Holdings and ~$518M in PIPE financing proceeds; the company rebranded to Nakamoto Inc. on Jan 21, 2026.
Healthcare segment and post-Q4 strategic shifts (annual context): Full-year 2025 healthcare revenue was $1.8M, down 33% from $2.7M in 2024, attributed to decreased cash-pay patient services and the closure of the Bountiful, Utah location. In March 2026 (post-period), the company announced its intention to exit the legacy healthcare business. Also post-Q4, on Feb 20, 2026, the company completed the BTC Inc and UTXO mergers (combined consideration ~$81.6M in common stock), adding Bitcoin media/events and asset-management operations; the call option to acquire BTC Inc was carried at $199.1M fair value as of Dec 31, 2025, generating a $226.4M non-operating gain in full-year results.
(Filed on November 19, 2025)
-40.1%
100.0%
$24.2M
KindlyMD completed its reverse triangular merger with Nakamoto Holdings, Inc. on August 14, 2025, acquiring a privately held Bitcoin treasury company for 22,321,142 shares valued at $24,999,679. The transaction was accounted for as an asset acquisition (Nakamoto did not meet the definition of a business and qualified as a VIE), resulting in a $59,753,811 loss on acquisition primarily driven by a $27,314,000 put option liability assumed under a BTC Inc. marketing agreement. The company's authorized common shares were increased from 100 million to 10 billion, effective August 11, 2025.
As of September 30, 2025, the company held 5,398 Bitcoin (cost basis $681,247,326; fair value $615,798,837), having purchased 5,765 BTC at a weighted average of $118,205 and deployed 367 BTC into strategic investments. Of the 5,398 held, 2,903 BTC were pledged as collateral under the Convertible Debenture with YA II PN, Ltd. ($200M principal), which was fully redeemed on September 29, 2025 at a $14,454,485 loss on extinguishment. Proceeds from a new $203M credit facility with Two Prime Lending Limited (8.5% interest, maturing September 30, 2026) funded the redemption; a subsequent 206M USDT term loan with Antalpha Digital (7.0%, maturing December 6, 2025) then repaid the Two Prime facility, leaving approximately 3,564 BTC pledged as collateral and 1,774 BTC unencumbered as of November 14, 2025.
The company made two strategic investments in Bitcoin-treasury companies during the quarter: approximately $15 million in Treasury B.V. (a Dutch entity, September 4, 2025, accounted for at cost under ASC 321) and $30 million in publicly traded shares of Metaplanet Inc. (Tokyo Stock Exchange, commitment September 9, closed September 17, 2025, carried at $30,956,627 fair value at quarter-end with a $930,431 unrealized gain). The company's total assets grew from $3.7 million at year-end 2024 to $692 million at September 30, 2025, driven overwhelmingly by the Bitcoin and investment positions funded by ~$540 million in PIPE financings at $1.12 per share.
Legacy healthcare operations continued to shrink: Q3 revenue fell 40.1% to $388,209 (from $647,867 a year earlier), attributed to lower cash-pay pricing and the closure of the Bountiful, Utah clinic. Insurance-billed reimbursements rose 249.7% to $372,620, and management expects continued growth from expanded payor contracts (Medicare, Medicaid, Select Health, Blue Cross Blue Shield, Cigna). The company also discontinued its Enterprise Data Management software project, writing off the remaining $622,008 capitalized cost. Operating expenses surged to $10.8 million in Q3 (vs. $1.7 million prior year) due to merger-related compensation, legal, and public-company costs.
The company entered an At-The-Market offering (August 26, 2025) with eight underwriters providing up to $5 billion in aggregate sales capacity; it sold 1,362,340 shares for net proceeds of $5.66 million in Q3, leaving $4.99 billion undrawn. Management stated that cash and operations would be insufficient to cover needs over the next twelve months, with future funding expected to come from existing or new financing arrangements, additional equity issuances, and selective Bitcoin sales. Disclosure controls and procedures were deemed not effective as of September 30, 2025, due to a material weakness in internal control over financial reporting (segregation of duties, insufficient accounting personnel, lack of formalized risk assessment) that remains under remediation.
