Nakamoto Inc. — fact timeline

Nakamoto Inc. engaged Wolf & Company, P.C. as its auditor.

“On June 17, 2026, the Audit Committee approved the engagement of Wolf as the Company’s independent registered public accounting firm and formally engaged Wolf on June 17, 2026.”

Nakamoto Inc. dismissed Sadler, Gibb & Associates, LLC as its auditor.

“On June 17, 2026, the Audit Committee of the Board of Directors of Nakamoto Inc., a Delaware corporation (the “ Company ”), dismissed Sadler, Gibb & Associates, LLC (“ Sadler ”) as the Company’s independent registered public accounting firm.”

Nakamoto Inc. amended loan of 165,000,000 USDT with Payward Interactive, Inc., doing business as Kraken at 8.00% per annum maturing 105,000,000 USDT matures on June 30, 2027.

“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”

Nakamoto Inc. incurred loan of principal amount of 165,000,000 USDT with Payward Interactive, Inc., doing business as Kraken at 7.75% per annum maturing 105,000,000 USDT matures on June 30, 2027.

“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 ")”

Nakamoto Inc.: 1-for-40 reverse stock split of common stock via amendment to certificate of incorporation (effective 2026-05-22).

“On May 20, 2026, the Company filed a certificate of amendment to the Company’s Amended Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the shares of the Company’s common stock”

Tyler Evans was appointed as Director at Nakamoto Inc..

“appointed Tyler Evans, Chief Investment Officer of the Company, as a Class II director”

Nakamoto Inc. reported first quarter ended March 31, 2026 results: revenue $2.7 million.

“announced its results for the first quarter ended March 31, 2026. Q1 Operational & Financial Highlights ● Completion of the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO Management”) on February 20, 2026, establishing Nakamoto’s foundational operating businesses across media, asset management, and advisory. ● Launched an actively managed Bitcoin derivatives strategy designed to generate yield on treasury assets and enhance capital efficiency while managing downside exposure. ● Reported total operating revenue of $2.7 million, including: ○ $1.6 million from operating businesses. ○ $1.1 million from Bitcoin treasury and derivatives strategy. ● Reported a net loss of $238.8 million, primarily driven by non-cash and transaction-related items”

Nakamoto Inc. shareholders approved 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 at the 2026-05-08 meeting.

“2. Proposal 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 votes regarding this proposal were as follows: For Against Abstained Broker Non-Votes 488,585,900 11,120,883 2,556,524 0”

Nakamoto Inc. shareholders approved approve an amendment to the Company's Certificate of Incorporation to combine outstanding shares of our 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 the Company's board o at the 2026-05-08 meeting.

“1. Proposal to approve an amendment to the Company’s Certificate of Incorporation to combine outstanding shares of our 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 the Company’s board of directors (the “ Board ”) in its sole discretion (“ Proposal 1 ”). The votes regarding this proposal were as follows: For Against Abstained Broker Non-Votes 488,518,814 12,825,785 918,706 0”

Nakamoto Inc. reported financial results for the fiscal quarter and year ended December 31, 2025.

“On March 30, 2026, Nakamoto Inc., a Delaware corporation (the “ Company ”) issued a press release, announcing the Company’s financial results for the fiscal quarter and year ended December 31, 2025.”

Nakamoto Inc. entered into Agreement and Plan of Merger with BTC Inc. valued at 336,804,102 shares of Nakamoto Common Stock valued at approximately $99,390,890 (effective 2026-02-16).

“Concurrently with the exercise of the Nakamoto Option, Nakamoto entered into an Agreement and Plan of Merger (the “ BTC Merger Agreement ”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto (“ Merger Sub ”), BTC, and the stockholder representative party thereto.”

Nakamoto Inc.: Amended and restated bylaws to reflect new corporate name (effective 2026-01-21).

“In connection with the Company’s name change, the Board approved the amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”, together with the Certificate of Amendment, the “ Rebranding ”) to reflect the new corporate name, which also became effective on January 21, 2026.”

Nakamoto Inc.: Changed corporate name from Kindly MD, Inc. to Nakamoto Inc. and changed corporate address (effective 2026-01-21).

“On January 16, 2026, Kindly MD, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “ Certificate of Amendment ”), as approved by the Company’s Board of Directors (the “ Board ”), to the Company’s Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 17, 2025 (the “ Certificate of Incorporation ”), to change the Company’s corporate name from "Kindly MD, Inc." to “Nakamoto Inc.”, effective as of January 21, 2026.”

Nakamoto Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“December 10, 2025, Kindly MD, Inc., a Utah corporation (the “ Company ”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the closing bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days. The notice has no present impact on the listing of the Company’s securities, and the Company’s common stock continues to t”

Nakamoto Inc. entered into Kraken Loan Agreement with Payward Interactive, Inc., doing business as Kraken (effective 2025-12-03).

“On December 3, 2025, Kindly MD, Inc., a Utah corporation (the “ Company ”), through its subsidiary Nakamoto Holdings Inc., a Delaware corporation (the “ Borrower ”), entered into a Master Loan Agreement with Payward Interactive, Inc., a Florida corporation, doing business as Kraken (“ Kraken ”) (the “ Kraken Loan Agreement ”)”

Nakamoto Inc. incurred loan of 210,000,000 USDT with Payward Interactive, Inc. d/b/a Kraken at 8.00% per annum maturing December 4, 2026.

“On December 9, 2025, the Borrower and Kraken executed a second term sheet (the “ Second Term Sheet ”) for a fixed-term loan of 210,000,000 USDT, which amount includes the Initial Loan balance (the “ Kraken Loan ”), bearing a fee of 8.00% per annum, maturing on December 4, 2026.”

Nakamoto Inc. incurred term loan of 206,000,000 USDT with Antalpha Digital Pte. Ltd. at 7.0% per annum maturing thirty days after the date of the extension of the initial tranche.

“Antalpha Loan Agreement contemplates Antalpha extending a term loan facility in an aggregate principal amount of 206,000,000 USDT (the “Antalpha Loan”), bearing interest at a rate of 7.0% per annum.”

Nakamoto Inc. incurred term loan of $203,017,500 with Two Prime Lending Limited at 8.5% per annum maturing September 30, 2026.

“The Two Prime Loan Agreement provides for a term loan facility in an aggregate principal amount of $203,017,500, bearing interest at a rate of 8.5% per annum, maturing on September 30, 2026 and can be prepaid at any time in whole or in part without premium or penalty.”

Nakamoto Inc. incurred convertible notes of aggregate principal amount of $200.0 million with YA II PN, Ltd. at rate of 0.00% per annum for the first two years, and 6.00% per annum for the thi maturing third-year anniversary of the issuance date of the Convertible Debenture.

““ Investor ”), under which the Company agreed to sell and issue to the 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% of the Principal Amount (the “ Debt Financing ”). On August 15, 2025, pursuant to the terms of the”

Nakamoto Inc.: Amended and Restated Code of Ethics and Business Conduct approved, broadening applicability to consultants/contractors, increasing managerial responsibility, and updating provisions on conflicts of interest, asset protection, corporate opportunities, confidentiality, and fair dealing (effective 2025-08-14).

“Effective August 14, 2025, the Board approved an amendment and restatement of the Company's Code of Ethics and Business Conduct”

Nakamoto Inc.: Second Amended and Restated Bylaws approved, removing staggered term prohibition, establishing three-year director terms, setting board size limits, imposing advance notice requirements, regulating shareholder meetings, and prohibiting written consent actions (effective 2025-05-18).

“approved and adopted the Amended Bylaws, which became effective upon filing with the Utah Division of Corporations. The Amended Bylaws were filed to, among other things, (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors”

Nakamoto Inc.: Second Amended and Restated Articles of Incorporation approved, increasing authorized shares, requiring shareholder action by meeting only, adding exclusive forum and severability provisions (effective 2025-08-11).

“The Amended Articles include the following material changes: ● Increase in Authorized Shares: An increase in authorized shares from 110,000,000 shares to 10,010,000,000 shares”

Nakamoto Inc. underwent a change of control involving Nakamoto Holdings Inc. (closed 2025-08-14).

“On August 14, 2025, Kindly MD, Inc. (“ Kindly ” or the “ Company ”) completed its previously announced merger”

Gary Seelhorst was appointed as Director at Nakamoto Inc..

“Amy Powell, Christian Robinson, and Gary Seelhorst were each appointed to the Board and each new independent director entered into an independent director agreement with the Company.”

Christian Robinson was appointed as Director at Nakamoto Inc..

“Amy Powell, Christian Robinson, and Gary Seelhorst were each appointed to the Board and each new independent director entered into an independent director agreement with the Company.”

Amy Powell was appointed as Director at Nakamoto Inc..

“Amy Powell, Christian Robinson, and Gary Seelhorst were each appointed to the Board and each new independent director entered into an independent director agreement with the Company.”