Nakamoto Inc.

Information regarding our risk factors appears in Item 1A of our Form 10-K. The risks described in our Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K, other than as set forth below.

Our Common Stock repurchase program may not enhance stockholder value, and any repurchases will diminish our cash reserves.

On June 10, 2026, our Board approved the adoption of the 2026 Repurchase Program, providing for the repurchase of up to $25.0 million of our outstanding shares of Common Stock. The 2026 Repurchase Program expires on December 31, 2026, does not obligate us to repurchase any dollar amount or number of shares, and may be modified, suspended, or discontinued by our Board at any time. As of June 30, 2026, we had not repurchased any shares under the 2026 Repurchase Program, and the full $25.0 million remained available. There can be no assurance that we will repurchase any shares under the 2026 Repurchase Program, that we will adopt any future repurchase program, or that any repurchases will enhance stockholder value. The market price of our Common Stock may decline if we modify, suspend, or discontinue the 2026 Repurchase Program, or if we do not repurchase shares at levels anticipated by investors. In addition, any repurchases may diminish our cash reserves, may reduce the resources available to satisfy our collateral obligations under the June Loan, and may not be made at optimal prices.

If we fail to maintain compliance with Nasdaq’s continued listing requirements, our Common Stock could be delisted.

Our Common Stock must satisfy Nasdaq’s continued listing requirements, including the requirement that its closing bid price be at least $1.00 per share. We are currently in compliance with Nasdaq’s other continued listing requirements, but there is no assurance we will remain so in the future. On December 10, 2025, Nasdaq notified us that we were not in compliance with the minimum bid price requirement. After we effected a 1-for-40 reverse stock split on May 22, 2026, Nasdaq notified us on June 9, 2026, that we had regained compliance and that the matter was closed. As of August 10, 2026, the closing bid price of our Common Stock was $5.04 per share.

If our Common Stock again fails to satisfy the minimum bid price requirement at a time when the May 22, 2026 reverse stock split falls within the one-year period preceding that failure, we will not be eligible for any compliance period otherwise available under Nasdaq’s rules, and under Nasdaq Listing Rule 5810(c)(3)(A)(iv), Nasdaq’s Listing Qualifications Department will be required to issue a Staff Delisting Determination, subject to our right to appeal to a Nasdaq Hearings Panel.

The same rule also makes us ineligible for a compliance period if, during the two-year period preceding a failure to meet the minimum bid price requirement, we effected one or more reverse stock splits with a cumulative ratio of 250-to-1 or more. Because we effected a 1-for-40 reverse stock split on May 22, 2026, an additional reverse stock split with a ratio of 1-for-6.25 or greater, effected while the May 2026 split remains within that two-year look-back period, would cause the cumulative ratio to reach or exceed 250-to-1. These restrictions may limit our ability to use a further reverse stock split to regain compliance if we become noncompliant again.

If we are unable to maintain or regain compliance, obtain relief from Nasdaq, or successfully appeal a delisting determination, our Common Stock could be suspended or delisted. A suspension or delisting could adversely affect the liquidity and market price of our Common Stock, could cause our Common Stock to become subject to the SEC’s penny stock rules, and could impair our ability to raise capital, including under our currently effective shelf registration statement and at-the-market offering program, both of which require continued listing on a national securities exchange to remain available to us. In addition, such suspension or delisting could require us to comply with additional covenants under the Master Loan Agreement.