Nakamoto Inc.
For the period ended Apr 17, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2026 · Filed Apr 17, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549
Schedule****14A
(Rule 14a-101)
**INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Nakamoto Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 17, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 special meeting of stockholders (the “Special Meeting”) of Nakamoto Inc., a Delaware corporation (“Nakamoto,” the “Company,” “we,” or “us”). The Special Meeting will be held on May 8, 2026, at 9:00 am Eastern Time. The Special Meeting will be a completely “virtual” meeting.
The purpose of the Special Meeting is as follows:
| 1. | To approve an amendment to our Amended Certificate of Incorporation to combine outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), into a lesser number of outstanding shares, by a ratio of not less than 1-for-20 and not more than 1-for-50, with the exact ratio to be set within this range by our board of directors in its sole discretion (the “Reverse Stock Split Proposal” or “Proposal No. 1”). |
| 2. | To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes in favor of Proposal 1 or if there are insufficient shares present to establish a quorum (the “Adjournment Proposal” or “Proposal No. 2”). |
Please note that attendance at the Special Meeting will be limited to stockholders as of the close of business on March 31, 2026 (the “Record Date”) (or their authorized representatives) and guests of the Company. If you are a stockholder of record, proof of ownership may be established with a copy of the enclosed proxy card. If you hold your shares in street name through a broker, bank, or other nominee, you will need to provide proof of beneficial ownership as of the Record Date, such as a brokerage statement or a letter from your nominee, and you must follow your nominee’s procedures to obtain a legal proxy if you wish to vote at the Special Meeting. You may wish to refer to page one of this proxy statement (the “Proxy Statement”) for information about voting your proxy, including voting at the Special Meeting. If you are unable to attend the Special Meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the Special Meeting, you may revoke the proxy and vote at the Special Meeting.
In accordance with the rules of the Securities and Exchange Commission, we have elected to provide our Proxy Statement and form of proxy card (collectively, the “Proxy Materials”) to our stockholders using the “full set delivery option” in connection with the Special Meeting, pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended. As a result, we are delivering to our stockholders paper copies of the Proxy Materials by mail. In addition to delivery of the Proxy Materials to our stockholders, we will post the Proxy Materials on a publicly accessible website and provide information to our stockholders about how to access the website. The Proxy Statement is dated April 17, 2026 and is first being mailed to stockholders on or about April 17, 2026.
Your vote is important. Whether or not you are able to attend the Special Meeting, please vote electronically, or please complete, sign, date, and return the accompanying proxy card in the enclosed postage-paid envelope. See “How do I cast my vote if I am a stockholder of record entitled to vote at the Special Meeting?” in the Proxy Statement for more details.
Sincerely,
/s/ David Bailey
David Bailey
Chief Executive Officer and Chairman of the Board
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**NAKAMOTO INC.
300 10th Ave South
Nashville, TN 37203
(615) 676-8668
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on May 8, 2026 at 9:00 a.m. Eastern Time
| When | May 8, 2026 at 9:00 a.m. Eastern Time. |
|---|---|
| Where | Virtually at https://meeting.vstocktransfer.com/NAKAMOTOMAY26. |
| Proposal 1 | To approve an amendment to our Certificate of Incorporation to combine outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), into a lesser number of outstanding shares, by a ratio of not less than 1-for-20 and not more than 1-for-50, with the exact ratio to be set within this range by our board of directors (the “Board of Directors”) in its sole discretion (the “Reverse Stock Split”). The Board of Directors recommends a vote “FOR” this proposal. |
| Proposal 2 | To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes in favor of Proposal 1 or if there are not sufficient shares of Common Stock present to establish a quorum. The Board of Directors recommends a vote “FOR” this proposal. |
| Who Can Vote | Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on March 31, 2026. Each share of Common Stock is entitled to one vote. |
| Date of Mailing | A printed copy of the proxy statement and proxy card (collectively, the “Proxy Materials”) are first being mailed to stockholders of record entitled to receive notice of the Special Meeting on or about April 17, 2026. |
PLEASE PROMPTLY FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING.
If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party may vote your shares. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.
In accordance with rules and regulations adopted by the Securities and Exchange Commission, it is important that your shares be represented and voted, whether or not you plan to attend the Special Meeting. If you are the registered holder of your shares and are receiving a paper copy of the Proxy Materials, you may vote by completing and mailing the proxy card enclosed with the proxy statement. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy. Mailing a proxy card will ensure your shares are represented at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of 10 days ending on the day before the Special Meeting during ordinary business hours at our principal place of business at 300 10th Ave South, Nashville, TN 37203, or on a reasonably accessible electronic network as provided by the Company. During the Special Meeting, such list will also be available for examination by clicking the “Resources” button on the screen during the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ David Bailey
David Bailey
Chief Executive Officer and Chairman of the Board
Dated April 17, 2026
ii
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS | 1 |
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING | 1 |
| PROPOSAL NO. 1 - REVERSE STOCK SPLIT PROPOSAL | 6 |
| PROPOSAL NO. 2 - ADJOURNMENT PROPOSAL | 14 |
| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS | 15 |
| HOUSEHOLDING | 16 |
| STOCKHOLDER PROPOSALS | 16 |
| OTHER MATTERS | 16 |
| INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | 17 |
| ANNEX A | 18 |
| ANNEX B | |
iii
**NAKAMOTO INC.
300 10th Ave South,
Nashville, TN 37203
(615) 676-8668
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.