Nakamoto Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 13, 2026
NAKA$5.67+1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001493152-25-024260
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001493152-26-022777
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 71 current paragraphs.
7 unchanged; 5 reworded; 59 added; 77 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (59)
Current report
This Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (“Form 10-Q”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as assumptions made by and information currently available to us. When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “forecasts,” “may,” “will,” “should,” “seek,” “scheduled,” “intend,” “plan,” and “expect” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
Current report
Presentation of non-Generally Accepted Accounting Principles (“GAAP”) Information
Current report
We use non-GAAP financial performance measures, such as Adjusted operating income (loss), to supplement the financial information presented on a GAAP basis. Non-GAAP financial measures are financial measures that are derived from our Financial Statements, but that are not presented in accordance with GAAP. Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements. We use these non-GAAP financial measures and other key metrics internally to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes. We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past and future financial performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental information purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation included herein.
Current report
Company Overview
Current report
We hold Bitcoin on our balance sheet and, through our ecosystem-wide presence, seek to provide investors with exposure to Bitcoin’s global growth and to leverage our treasury to acquire and develop an ecosystem of Bitcoin companies across media, asset management and advisory. Additionally, we operate a healthcare and healthcare data company, focused on holistic pain management, but in March 2026 we announced our intention to exit this legacy business.
Current report
In the second half of 2025, we began our transformation from a healthcare company to a Bitcoin operating company and that transformation continues into 2026. On August 14, 2025, we acquired Nakamoto Holdings Inc. (“Nakamoto Holdings”), a privately held Bitcoin company led by David Bailey (the “Nakamoto Merger”), established a Bitcoin treasury and obtained a call option to purchase BTC Inc. (“BTC Inc”), the leading provider of Bitcoin-related media and events. BTC Inc had a call option to purchase UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies.
Current report
On February 20, 2026, we completed the acquisitions of both (i) BTC Inc, a Delaware corporation founded in 2012 and headquartered in Nashville, Tennessee, which operates a Bitcoin-focused media and events company that publishes Bitcoin Magazine and produces the Bitcoin Conference (the “BTC Merger”), and (ii) UTXO, a Tennessee limited liability company formed in 2019, which serves as the general partner and investment manager of multiple digital asset focused funds (the “UTXO Acquisition” and together with the BTC Merger, the “Acquisitions”). BTC Inc and UTXO each became wholly-owned subsidiaries of the Company on February 20, 2026. The Acquisitions represent a significant addition to our portfolio and advances our mission to develop an ecosystem of Bitcoin-native companies. The consideration for the Acquisitions consisted solely of shares of our common stock, par value $0.001 per share (our “Common Stock”) and assumed options to purchase shares of our Common Stock. In connection with the BTC Merger, holders of BTC Inc common and preferred stock received the right to receive 259,886,237 shares of our Common Stock, and we reserved 78,427,012 shares of our Common Stock for issuance upon the exercise of assumed BTC stock options, which were accelerated and converted into options to acquire shares of our Common Stock. In connection with the UTXO Acquisition, UTXO securityholders received the right to receive 26,481,860 shares of our Common Stock. BTC Inc and UTXO securityholders received or were entitled to receive, on a fully-diluted basis, 364,795,109 shares of our Common Stock.
Current report
The transformation from a healthcare company to a Bitcoin operating company affects the comparison of our results in 2026 to 2025. The table below shows the segments included in each period:
Current report
The following tables set forth our summary consolidated results of operations in dollars for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations for the three months ended March 31, 2026, and March 31, 2025, have been derived from the Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts may not foot due to rounding.
Current report
Loss before income taxes was $238.8 million for the three months ended March 31, 2026, compared to a loss before income taxes of $1.0 million for the three months ended March 31, 2025. The loss for the three months ended March 31, 2026, is impacted by the following significant items:
Current report
Segment Results
Current report
A discussion of our operating results for our Media & Information Services, Asset Management, Bitcoin Operations, Healthcare Operations and Other segments is below. Prior to the Nakamoto Merger in August 2025, we operated a single segment consisting of Healthcare Operations. All operating expenses prior to the Nakamoto Merger are reflected in Healthcare Operations. Beginning in 2025 after the Nakamoto Merger, we established our Bitcoin Operations segment and began separately tracking other corporate expenses, which are included in Other segment results. Following the Acquisitions in the first quarter of 2026, we began operating additional segments consisting of Media & Information Segments and Asset Management.
Current report
A summary of operating results for the three months ended March 31, 2026, follows and includes a reconciliation of our Operating income (loss) (GAAP) to Adjusted operating income (loss) (non-GAAP). Our Adjusted operating income (loss) removes the change in fair value of digital assets, loss on investments, depreciation and amortization, transaction-related compensation and transaction-related general and administrative expenses from our operating loss.
Current report
A summary of operating results for the three months ended March 31, 2025, follows and includes a reconciliation of our Operating loss (GAAP) to Adjusted operating income (loss) (non-GAAP). Our Adjusted operating income (loss) removes depreciation and amortization from our operating loss.
Current report
Media & Information Services
Current report
Our Media & Information Services business began on February 20, 2026, when we acquired BTC Inc. BTC Inc is a prominent Bitcoin media, events and intelligence company and operates in four primary areas: (i) Events, which produces the world’s largest Bitcoin conferences and experiences; (ii) Digital, which encompasses Bitcoin Magazine’s digital properties, multimedia content and marketing services; (iii) Print, consisting of the Bitcoin Magazine print publication; and (iv) Advisory, which serves institutions and corporations seeking Bitcoin strategy, intelligence, and education through corporate subscription and consulting services.
Current report
Our revenue is seasonal and concentrated around the timing of our conferences or events. In an average year, we host four conferences globally. In the three months ended March 31, 2026, there were no conferences and events. Our flagship annual Bitcoin Conference took place in April 2026; all revenue earned by this conference will be reflected during the three months ended June 30, 2026. We recorded $0.5 million of media revenue since the BTC Merger in the three months ended March 31, 2026, which primarily consisted of digital revenue. We also recorded $0.4 million of advisory revenue in the three months ended March 31, 2026, which primarily relates to subscription revenue for our Bitcoin for Corporations membership program.
Current report
Total operating expenses for the three months ended March 31, 2026 were $3.6 million, of which $0.8 million related to amortization costs associated with intangible assets from the BTC Merger.
Current report
Asset Management
Current report
Our Asset Management business began on February 20, 2026, when we acquired UTXO. UTXO is a fund manager focused generally on investments in the broader Bitcoin ecosystem. We generate revenue from management and performance fees associated with 210k Capital, LP fund (“210k Capital”) and the UTXO Bitcoin Ecosystem Master Fund 1 LP fund (“Bitcoin Ecosystem”). Revenues are generally tied to the assets under management and the performance of those assets. Our assets under management at March 31, 2026, was approximately $109.5 million.
Current report
Management fees for 210k Capital are between 1.5% and 2.0% annually of the net asset value of a limited partner’s capital account and are paid monthly. Management fees for Bitcoin Ecosystem are generally 2.0% annually of the capital contributions of a limited partner’s capital account and are paid quarterly. Performance fees are earned when returns exceed specified benchmarks and are recognized once they become fixed and determinable and not subject to reversal.
Current report
We recorded $0.2 million of operating revenue since the UTXO Acquisition in the three months ended March 31, 2026, which consisted of management fees. Our operating expenses for the three months ended March 31, 2026, was $0.7 million, of which $0.3 million related to amortization costs associated with intangible assets from the UTXO Acquisition.
Current report
Bitcoin Operations
Current report
We launched our Bitcoin Operations strategy with the closing of the Nakamoto Merger on August 14, 2025. In February 2026, we began an actively managed Bitcoin derivatives program that is designed to (i) generate recurring volatility income from a portion of our Bitcoin and (ii) hedge a portion of our downside exposure to Bitcoin price risk. In the three months ended March 31, 2026, our revenues from this strategy totaled $1.1 million.
Current report
For the three months ended March 31, 2026, we had total operating expenses of $111.0 million, which primarily were driven by a loss on the change in fair value of digital assets and a loss on our investments. The loss on the change in fair value of our digital assets was $102.5 million as the price of Bitcoin declined from $87,519 on December 31, 2025, to $68,220 per Bitcoin on March 31, 2026. Our loss on investments was $7.9 million, which consisted of losses of $3.9 million from our investment in Metaplanet and a $4.0 million loss from our share of Treasury B.V.’s results.
Current report
Our operating expenses for the three months ended March 31, 2026, were $1.1 million as compared to $1.6 million for the three months ended March 31, 2025, representing a change of 33%. The $0.5 million decrease in 2026 was primarily attributable to $0.4 million lower general and administrative expense and $0.2 million lower compensation expense. The general and administrative decrease for the first quarter of 2026 was due to reduced marketing, insurance and other overhead costs. The reduction in compensation expense in 2026 was primarily due to lower headcount.
Current report
In March 2026, we announced that we intend to exit our legacy healthcare business and expect to be substantially complete with the shutdown by the end of our second quarter of 2026.
Current report
Other
Current report
Our other results consist primarily of our corporate overhead. We began separately tracking our corporate overhead upon the Nakamoto Merger on August 14, 2025. In the three months ended March 31, 2026, other revenues totaled $0.2 million that related to Bitcoin advisory and consulting services. Compensation for the three months ended March 31, 2026, totaled $3.9 million, of which approximately $0.8 million related to the prior Nakamoto Merger. General and administrative expenses for the three months ended March 31, 2026, totaled $8.7 million, of which approximately $6.1 million was related to one-time transaction related expenses associated with the Acquisitions.
Current report
Non-operating income (expense)
Current report
Non-operating expense for the three months ended March 31, 2026, was $112.6 million compared to $0.0 million for the three months ended March 31, 2025. We had the following significant items impacting our non-operating income:
Current report
Provision for income taxes
Current report
Our provision for income taxes was $0.0 million in both the three months ended March 31, 2026, and the three months ended March 31, 2025, as the benefit from income taxes was fully offset in both periods by valuation allowances.
Current report
Liquidity
Current report
Our assets primarily consist of Bitcoin held on our balance sheet, cash and cash equivalents, goodwill and intangibles, and investments in unconsolidated investees. Our operations have been primarily funded through net proceeds from sales of equity securities as well as through debt we have incurred. Our cash requirements consist primarily of the payment of principal and interest on our debt and cash overhead expenses.
Current report
In December 2025, we entered into the Master Loan Agreement with Kraken for a 210.0 million USDT, 8.0% per annum fixed rate fee loan that matures on December 4, 2026 (the “Master Loan Agreement”). The Master Loan Agreement includes certain collateral requirements, collateral maintenance and liquidation mechanics. The obligations under the Master Loan Agreement are prepayable at our option, provided that prepayments made prior to the six-month anniversary of the initial funding date shall be subject to a make-whole payment for such six-month period. As of March 31, 2026, approximately 4,405 of our 5,064 Bitcoin are held as collateral for the Master Loan Agreement.
Current report
As of March 31, 2026, we held approximately 659 unencumbered Bitcoin worth approximately $44.9 million, based on the $68,220 price of Bitcoin on March 31, 2026, had cash and cash equivalents of $35.3 million and held an investment in a publicly traded stock of $5.5 million. Based on the foregoing, we have determined that our sources of liquidity will be sufficient to meet our cash needs for the one-year period from the issuance of these Financial Statements. However, our liquidity position may be materially impacted by volatility in the market price of Bitcoin. For example, a decline in the price of Bitcoin could materially reduce the value of our liquid assets and our ability to fund operations, satisfy obligations or pursue strategic opportunities. Our ability to monetize Bitcoin holdings may also be affected by market liquidity, trading volumes, counterparty availability, custody arrangements, cybersecurity risks, regulatory developments, tax and accounting treatment, and disruptions affecting digital asset markets or service providers.
Current report
Derivative Instruments
Current report
We write covered calls and call spreads to convert the implied volatility embedded in Bitcoin options markets into recurring premium income. We also purchase protective puts and put spreads to reduce our mark-to-market exposures to adverse Bitcoin price movements over defined time horizons.
Current report
As of March 31, 2026, we had the following derivative instruments outstanding:
Showing the first 40 of 59 passages. Open the source sections for the rest.
Removed paragraphs (77)
Previous report
Unless the context otherwise requires, references to the “Company”, “KindlyMD”, “we”, “us”, and “our” in this section are intended to mean the business and operations of Kindly MD, Inc. and its consolidated subsidiaries.
Previous report
Overview
Previous report
KindlyMD is a patient-first healthcare company redefining value-based care and patient-centered medical services. Formed in 2019, our Company leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide algorithmic guidance on the use of alternative medicine in healthcare.
Previous report
Our Company’s unique value proposition is to provide a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education and inclusion. We focus on creating personalized care plans for each individual that get people back to work and life faster, reduce opioid use, and have high patient satisfaction. Our Company believes these methods to be superior in managing the root cause of symptoms and improving health outcomes faster. Our competitive advantage lies in our integrated approach to health care services combined with a deep commitment to capturing and utilizing patient data to drive informed, evidence-based care decisions to achieve better health outcomes.
Previous report
Our specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. We offer outpatient and telemedicine evaluations and management of, but not limited to pain, functional medicine, cognitive behavioral therapy, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy.
Previous report
Our providers are experts in de-prescribing and using alternatives to opioids, such as medical cannabis and other prescription and non-prescription alternatives.
Previous report
We are most successful when patients report positive health outcomes and high satisfaction as a result of our care.
Previous report
Bitcoin Treasury Operations
Previous report
Our operational focus on acquiring and holding Bitcoin and our vision to adopt a Bitcoin treasury strategy began through our merger (the “Merger”) with Nakamoto Holdings Inc., a privately held Bitcoin treasury company (“Nakamoto”) on August 14, 2025, pursuant to that certain Agreement and Plan of Merger dated May 12, 2025, by and among our Company, Nakamoto, and the other parties thereto (the “Merger Agreement”). In addition to directly acquiring and holding Bitcoin, our strategy includes investing in securities of other Bitcoin-treasury companies and select operating businesses in the Bitcoin ecosystem to accelerate network effects and broaden access to Bitcoin-native balance sheets. We seed and support Bitcoin treasury companies globally, alongside capital formation to expand corporate Bitcoin holdings.
Previous report
Our Company’s Bitcoin strategy will generally involve, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase additional Bitcoin and (ii) acquiring Bitcoin with our liquid assets that exceed working capital requirements. We intend to fund further Bitcoin acquisitions primarily through issuances of our shares of common stock, par value $0.001 per share (the “Common Stock”) and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.
Previous report
We view our Bitcoin holdings as long-term holdings and expect to continue to accumulate Bitcoin in the future. We have not set any specific target for the amount of Bitcoin we seek to hold and will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional Bitcoin. Our overall strategy will also contemplate that we may (i) enter into additional capital raising transactions that are collateralized by our Bitcoin holdings, and (ii) consider pursuing strategies to create income streams or otherwise generate funds using its Bitcoin holdings.
Previous report
Merger with Nakamoto Holdings, Inc.
Previous report
As further described in Note 3 – Asset Acquisition, On August 14, 2025, we completed our Merger with Nakamoto, a Bitcoin treasury strategy company, through a reverse triangular merger. The acquisition was effectuated through the issuance of approximately 22 million common shares to the acquiree.
Previous report
Concurrently with the execution of the Merger Agreement, we entered into subscription agreements (collectively, the “Initial Subscription Agreements”) with certain accredited investors (the “Initial Subscribers”) in an aggregate amount of approximately $512 million, pursuant to which we agreed to issue, and the Initial Subscribers agreed to purchase, shares of Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), in a private placement (the “Initial PIPE Financing”). Additionally, we entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (the “Convert Investor”), under which we agreed to sell and issue to the Convert Investor a secured convertible debenture (the “Convertible Debenture”) in aggregate principal amount of $200.0 million (the “Principal Amount”) in exchange for cash or Bitcoin equal to 96.0% of the Principal Amount (the “Debt Financing”). Additionally, on June 19, 2025, the Company subsequently entered into additional subscription agreements, (the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”), with certain new and/or existing investors (the “Additional Subscribers” and, together with the Initial Subscribers, the “Subscribers”) in an aggregate amount of $28.4 million. Under these Additional Subscription Agreements, the Company agreed to issue and sell to the Additional Subscribers shares of Common Stock at a purchase price of $5.00 per share in a private placement on substantially similar terms as the Initial Subscription Agreements (the “Additional PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financings”).
Previous report
Comparison of the Three Months Ended September 30, 2025 and 2024
Previous report
The following table sets forth key components of our results of operations during the three months ended September 30, 2025 and 2024, both in dollars and as a percentage of our revenues:
Previous report
Revenues
Previous report
The Company earned $372,620 in reimbursements from insurance payers during the three months ended September 30, 2025, representing a 249.7% increase compared to the $106,567 earned during the three months ended September 30, 2024. Based on improvements in referral rates due to increased payor access, we expect the growth of insurance-based reimbursements to continue into the next fiscal year.
Previous report
Operating Expenses
Previous report
Operating expenses increased by $9,096,046 or 535.8%, to $10,793,731 for the three months ended September 30, 2025, from $1,697,685 for the three months ended September 30, 2024. The increase in operating expenses is primarily attributable to the following:
Previous report
Other Expenses
Previous report
Net other expenses increased by $75,665,957, or 212,121.8%, to $75,630,286 for the three months ended September 30, 2025, from net other income of $35,671 for the three months ended September 30, 2024. The increase in net other expense is primarily attributable to the following:
Previous report
Net Loss
Previous report
As a result of the cumulative effect of the factors described above, our net loss was $86,035,808 for the three months ended September 30, 2025, compared to a net loss of $1,014,147 for the three months ended September 30, 2024.
Previous report
Net loss per share increased by $0.25, or 147.1%, to $(0.42) for the three months ended September 30, 2025, compared to $(0.17) for the three months ended September 30, 2024.
Previous report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Previous report
The following table sets forth key components of our results of operations during the nine months ended September 30, 2025 and 2024, both in dollars and as a percentage of our revenues:
Previous report
Revenues
Previous report
The Company earned $689,619 in reimbursements from insurance payers during the nine months ended September 30, 2025, representing a 196.2% increase compared to the $232,842 earned during the nine months ended September 30, 2024. The increase is primarily due to expansion of payor contracts and increased in-network referrals.
Previous report
Revenues decreased by $739,562, or 35.0%, to $1,376,391 for the nine months ended September 30, 2025, from $2,115,953 for the nine months ended September 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services and the closing of our Bountiful, Utah, location. KindlyMD continues to increase our insurance-billed medical services and shift toward insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, Cigna, and other commercial payers as we expand our service line.
Previous report
Operating Expenses
Previous report
Operating expenses increased by $10,775,054 or 242.7%, to $15,215,145 for the nine months ended September 30, 2025, from $4,440,091 for the nine months ended September 30, 2024. The increase in operating expenses is primarily attributable to the following:
Previous report
Other Expense
Previous report
Net other expense increased by $75,356,864, or 25,808.2%, to $75,648,852 for the nine months ended September 30, 2025, from $291,988 for the nine months ended September 30, 2024. The decrease in net other expense is primarily attributable to the following:
Previous report
Net Loss
Previous report
As a result of the cumulative effect of the factors described above, our net loss was $89,487,606 for the nine months ended September 30, 2025, compared to a net loss of $2,616,126 for the nine months ended September 30, 2024.
Previous report
Net loss per share decreased by $0.74, or 148.0%, to $(1.24) for the nine months ended September 30, 2025, compared to $(0.50) for the nine months ended September 30, 2024.
Previous report
Our principal sources of liquidity consist of cash and cash equivalents, revenues generated from operations, borrowings under our debt facilities and issuances of Common Stock. We have also used our Bitcoin reserves to fund strategic investments.
Previous report
The largest portion of our uses of liquidity during the nine months ended September 30, 2025, include discretionary purchases of Bitcoin and investments in unconsolidated affiliates. During the period we also incurred costs associated with financing arrangements and funded our operating loss. For the nine months ended September 30, 2025, the Company incurred an operating loss of $13,838,754 and used cash flows in operating activities of $15,943,968.
Previous report
Our short-term liquidity needs include primarily working capital requirements, the upcoming maturity of our $206,000,000 Master Loan Agreement with Antalpha Digital Pte. Ltd., a private company organized under the laws of Singapore (“Holder”) (such Master Loan Agreement being referred to as, the “Loan Agreement”), additional Bitcoin security requirements under the Loan Agreement to maintain agreed-upon loan-to-value ratios, as well as discretionary purchases of Bitcoin and additional investments in Bitcoin companies. As of September 30, 2025, we had cash and cash equivalents of $24,185,083 and total working capital deficit of $187,407,725. As of September 30, 2025, $4,994,570,615 of our Common Stock remains available for issuance and sale under the Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC; Cantor Fitzgerald & Co.; B. Riley Securities, Inc.; The Benchmark Company, LLC; Canaccord Genuity LLC; Cohen & Company Capital Markets (a division of Cohen & Company Securities, LLC); Craig-Hallum Capital Group LLC; Needham & Company, LLC; and Yorkville Securities, LLC, associated with our August 26, 2025 At-The-Market Offering. As of September 30, 2025, we held 5,398 Bitcoin with an aggregate market value of 615,798,837, approximately $331,171,549 of which were pledged as collateral under our Loan Agreement. The remaining unencumbered Bitcoin with a market value of $284,627,288 are available for general corporate purposes. We expect that our cash and cash equivalents and our revenues generated from our current operations will not be sufficient to cover our needs over the next twelve months; we expect to meet remaining needs through borrowings under existing or new financing arrangements, issuances of equity, and selective Bitcoin sales.
Showing the first 40 of 77 passages. Open the source sections for the rest.
Reworded paragraphs (5)
Previous wording
The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and also with our audited consolidated financial statements and notes thereto included in our Form 10-K.
Current wording
The following discussion and analysis provide information which we believe relevant to an assessment and understanding of our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations is derived from and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q (the “Financial Statements”), and also with our audited consolidated financial statements and notes thereto included in our Form 10-K.
Previous wording
This Quarterly Report on Form 10-Q for the three months ended September 30, 2025 (“Form 10-Q”) contains “forward-looking statements”, within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. When used in the Form 10-Q, the words “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements may contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:
Current wording
The forward-looking statements in this Form 10-Q are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control, that could cause the actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to numerous risks, including, but not limited to the following:
Previous wording
Although we believe that the expectations reflected in the forward-looking statements are reasonable and the information included in this report is accurate, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.
Current wording
Although we believe that the expectations reflected in the forward-looking statements are reasonable and the information included in this report is accurate, we cannot guarantee that the future results, level of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to confirm these statements to actual results or changes in our expectations. We qualify all of our forward-looking statements by these cautionary statements.
Previous wording
Revenues decreased by $259,658, or 40.1%, to $388,209 for the three months ended September 30, 2025, from $647,867 for the three months ended September 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care service pricing and the closing of our Bountiful, Utah, location.
Current wording
Our revenues were $0.5 million in the three months ended March 31, 2026, compared to $0.6 million in the three months ended March 31, 2025. The $0.1 million decline in revenues, representing a 17% decrease, was primarily attributable to a decrease in cash-pay patient care services and the closing of our Bountiful, Utah location in April 2025.