AddedRisk Factors
We are shifting our business strategy from healthcare operations to a Bitcoin company with a Bitcoin treasury, which represents a fundamental change in our risk profile and may not be successful.
NAKANakamoto
Nakamoto Inc., a Delaware corporation, is a Bitcoin company building a global portfolio of Bitcoin-native companies. 10-K, Item 1
- Headquarters
- Nashville, TN
- CEO
- David F. Bailey
- Next results
- around Nov 18, 2026
10-K 0001493152-26-013601 (2026-03-30) vs 10-K 0001641172-25-001314 (2025-03-28)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 31,179 | 92.1% |
| MD&A | Item 7 | 3,791 | 93.0% |
| Legal Proceedings | Item 3 | 109 | not compared |
| Accounting Policies | Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3,482 | 52.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 191 words changed in this paragraph; it is 32% similar to last year's version.
In November December 2023, the FASB Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets,” which requires certain crypto assets to be measured at fair value in the statement of operations, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. ASU 2023-07 2023-08 also requires disclosure certain interim and annual disclosures for crypto assets within the scope of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. standard. ASU 2023-07 2023-08 is effective for annual periods beginning after December 15, 2023, and 2024, including interim periods within those fiscal years beginning after December 15, 2024. years. The Company adopted ASU 2023-08 on January 1, 2025. The Company did not have any crypto assets as of the adoption of ASU 2023-07 the new standard. As such, the adoption did not have a material impact on the Company’s financial statements.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001493152-26-013601 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001641172-25-001314
Risk Factors 188 words changed in this paragraph; it is 36% similar to last year's version.
We are an “emerging growth company,” as defined in company” under the JOBS Act. For as long as we continue to be an emerging growth company, Act and a “smaller reporting company” under SEC rules. As such, we may take advantage of rely on exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, certain disclosure requirements, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (2) Act, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced disclosure obligations regarding executive compensation in this prospectus and periodic reports and proxy statements, and (3) disclosures, exemptions from the requirements of holding a nonbinding advisory vote votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find the Common Shares less attractive because we may rely on these exemptions. If some investors find the Common Shares less attractive as As a result, there may the information we provide stockholders will be a less active trading market for different than the Common Shares, and the stock price may be more volatile. information that is available with respect to some other public companies.
Source: Item 1A, 10-K 0001493152-26-013601 vs Item 1A, 10-K 0001641172-25-001314
MD&A 174 words changed in this paragraph; it is 37% similar to last year's version.
Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, We record a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the our net deferred tax asset to an the amount that is more likely than not to be realized. A tax position must meet We are required to consider all available evidence, both positive and negative, and to weigh the evidence when determining whether a minimum probability threshold before a financial statement benefit valuation allowance is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by required and the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. such valuation allowance. Refer to Note 13 – Income Taxes to the consolidated financial statements included in this Annual Report on Form 10-K for further information.
Source: Item 7, 10-K 0001493152-26-013601 vs Item 7, 10-K 0001641172-25-001314
Every change, by type
Sentences and paragraphs of NAKA's Risk Factors and MD&A, 10-K 2026-03-30 against 10-K 2025-03-28. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Prior to 2026, our primary business focus was on healthcare operations, in particular patient-centered holistic pain management medical services. In connection with our merger with Nakamoto Holdings, Inc., we added Bitcoin treasury operations to our business strategy, though our healthcare operations remained our core business. Then, in early 2026, we changed our name from Kindly MD, Inc. to Nakamoto Inc. to represent the pivot in our corporate strategy to focus on the acquisition and holding of Bitcoin as our primary treasury reserve asset. Following this pivot, we subsequently completed both the BTC Merger and UTXO Merger to support this shift in business strategy, as those companies are also in the Bitcoin ecosystem. Further, the Company now intends to exit its legacy healthcare business. This transition in business strategy and operations involves several risks:
AddedRisk Factors
Abandonment of Established Revenue Streams: By exiting our healthcare business, we are moving away from industry-specific revenue streams that provided a degree of predictability. Our future financial performance will now be primarily driven by the market price of Bitcoin, which is notoriously volatile and subject to factors entirely outside our control, and the performance of our Bitcoin-related operations, which may also be positively or negatively impacted by the price of Bitcoin. Legacy Liabilities: Despite our pivot, we may be subject to potential “tail” liabilities related to our former healthcare operations, including potential medical malpractice claims, HIPAA data breach liabilities, or clinical trial disputes. The costs associated with defending or settling these legacy claims could diminish the cash reserves we intend to allocate toward our Bitcoin strategy. Investor Base Misalignment: Investors who purchased our stock for exposure to the healthcare sector may sell their shares as a result of this strategy shift, leading to increased downward pressure on our Common Stock price and heightened volatility during the transition period. Execution Risk: We may be unable to successfully divest or liquidate our remaining healthcare assets at favorable valuations, which could limit our ability to execute our Bitcoin acquisition targets on our planned timeline.
AddedRisk Factors
If we are unable to successfully manage this transition, our financial condition and the market price of our Common Stock could decline significantly, and we may be unable to return to our previous healthcare-focused business model.
AddedRisk Factors
Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin.
AddedRisk Factors
Bitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $61,000 per Bitcoin and above $125,000 per Bitcoin on the Coinbase exchange (a major U.S.-based crypto exchange) (“Coinbase”) in the 12 months preceding the date of this Annual Report on Form 10-K. The trading price of Bitcoin significantly decreased during prior periods, and such declines may occur again in the future. For example, the price of Bitcoin declined by approximately 77%, from a high of about $69,000 in November 2021 to approximately $16,000 in November 2022, before increasing by more than 300% to over $65,000 in March 2024. As of October 6, 2025, the price of Bitcoin was approximately $125,000, and as of February 5, 2026, the price of Bitcoin was approximately $60,000. These price swings illustrate the substantial fluctuations Bitcoin may experience over short and long time periods, and future performance may differ materially from past results.
AddedRisk Factors
Bitcoin is a relatively new asset class with a limited history. Bitcoin is a digital asset that was introduced in 2009 and remains in the early stages of adoption compared to traditional currencies and assets. It lacks a long track record of performance and is subject to rapidly evolving regulatory, technological, and economic conditions. Unlike fiat currencies such as the U.S. Dollar or Euro, Bitcoin is not formally recognized legal tender in most jurisdictions and is not supported by any sovereign authority or central bank. This lack of governmental backing could diminish confidence in Bitcoin’s long-term viability and increase volatility and speculative risk.
AddedRisk Factors
Bitcoin is reliant on relatively new computer technology. Bitcoin operates through a decentralized, peer-to-peer network of computers using open-source software to verify and record transactions on a public ledger known as the Bitcoin blockchain. The absence of a central governing authority means that Bitcoin is reliant on the continued operation and integrity of this decentralized network. Bitcoin may be subject to changes in its underlying blockchain protocol, including “hard forks,” which result in divergent versions of the blockchain and potentially new digital assets. There is no assurance that we will be able to claim, access, or benefit from such forks or other developments, and there may be legal, technical, or operational uncertainties associated with them.
AddedRisk Factors
Bitcoin does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our Bitcoin holdings if we sell our Bitcoin or implement strategies to create income streams or otherwise generate cash by using our Bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Bitcoin holdings, and any such strategies may subject us to additional risks.
AddedRisk Factors
Our Bitcoin holdings may significantly impact our financial results and the market price of our listed securities. Our Bitcoin holdings may significantly affect our financial results. If we increase our overall holdings of Bitcoin in the future, our Bitcoin holdings may have an even greater impact on our financial results and the market price of our listed securities.
AddedRisk Factors
Our assets are concentrated in Bitcoin. The vast majority of our assets are concentrated in our Bitcoin holdings. The concentration of our assets in Bitcoin may limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.
AddedRisk Factors
We may purchase Bitcoin using proceeds from equity and debt financings or from operations. Our ability to achieve the objectives of our Bitcoin strategy depends in significant part on the profitability of our operating businesses and our ability to obtain equity and debt financing. If our businesses are not profitable or we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our Bitcoin strategy.
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RewordedRisk Factors
Our use, disclosure, and other processing of personal information, including health information, is subject to the Health Insurance Portability and Accountability Act (HIPAA), and other federal, state, and foreign data privacy and security laws and regulations, and our failure to comply with those federal and state laws and regulations or to appropriately secure regarding the information we hold handling, dispensing, prescribing and administration of controlled substances could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, customer base and revenue.
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We may become subject to federal and state healthcare fraud and abuse laws, including the Anti-Kickback Statute, Stark Law, False Claims Act, and Civil Monetary Penalties Law and may be subject to analogous provisions of applicable state laws Law, the No Surprises Act, and could face substantial penalties if we fail to comply with such laws. for non-compliance.
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For example, CBD products could be subject to FDA enforcement if they are viewed as unapproved or misbranded drugs under the Food, Drugs and Cosmetic Act. FD&C Act or if they are perceived as impersonating the brands of products targeted toward children in a manner likely to confuse consumers.
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Changes in how the FDA regulates the approval, sale and marketing of hemp and CBD products can create new risks with respect to the company’s any future sale of such products. products, as could any parallel changes in Utah’s state-level hemp laws or regulations.
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We are an “emerging growth company,” as defined in company” under the JOBS Act. Act and a “smaller reporting company” under SEC rules.
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Changes within the alternative medicine industry or the healthcare industry industry, including health care reform legislation, the political landscape or health care spending, may adversely affect our financial performance.
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The risk of malpractice suits or medical liability claims is significant in the medical profession. profession and industry in which we operate.
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We do not anticipate that we will pay any paying cash dividends to holders of our common stock Common Stock in the foreseeable future.
RewordedRisk Factors
A rise in malpractice suits, suits or medical liability claims, or changes in laws related to malpractice, malpractice or medical liability, can increase our insurance costs and potentially lead to significant financial payouts.
RewordedRisk Factors
You should also read the sections entitled “Cautionary Note Regarding Forward-Looking Statements” on page 31 of this filing. Statements”.
Quiet changesRisk Factors
We will may need additional financing in the future, which may not be available when needed or may be costly and dilutive.
Quiet changesRisk Factors
We will may require additional financing to support our working capital needs in the future.
AddedMD&A
The following discussion and analysis provide information which we believe relevant to an assessment and understanding of our financial condition and results of operations. This discussion should be read together with our consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. See the section of this Annual Report on Form 10-K entitled “Cautionary Note Regarding Forward-Looking Statements” for further information.
AddedMD&A
We use non-GAAP financial performance measures, such as Adjusted operating loss, to supplement the financial information presented on a GAAP basis. Non-GAAP financial measures are financial measures that are derived from consolidated 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.
AddedMD&A
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 finance, media and advisory. Additionally, we operate a healthcare and healthcare data company, focused on holistic pain management.
AddedMD&A
In 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, a privately held Bitcoin treasury company through a reverse merger, established a Bitcoin treasury and obtained a call option to purchase BTC Inc, the leading provider of Bitcoin-related media and events. BTC Inc had a call option to purchase UTXO, an investment firm focused on private and public Bitcoin companies.
AddedMD&A
On February 20, 2026, we acquired BTC Inc and UTXO. The acquisition represents a significant addition to our portfolio and advances our mission to develop an ecosystem of Bitcoin-native companies. The consideration for these acquisitions consisted solely of shares of our Common Stock and assumed options to purchase shares of our Common Stock. BTC Inc and UTXO securityholders received, on a fully diluted basis, 364,795,104 shares of our Common Stock at a combined value of $81.6 million, net of aggregate strike prices for assumed options, based on our closing price on February 19, 2026.
AddedMD&A
The results of operations for the year ended December 31, 2025, reflect a full year of our legacy healthcare business combined with costs associated with the Nakamoto Merger, changes in the fair value of our newly established Bitcoin treasury, as well as a significant increase in the value of our call option to purchase BTC Inc.
AddedMD&A
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 data for the years ended December 31, 2025 and December 31, 2024 have been derived from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Amounts may not foot due to rounding.
AddedMD&A
For the Year Ended December 31, 2025 2024 Revenue $ 1,821,315 $ 2,719,840 Operating expenses: Compensation 11,088,055 3,562,405 General and administrative 11,762,373 1,907,055 Depreciation 82,895 136,606 Other operating expenses 17,582 460,545 Loss on change in fair 166,093,907 - value of digital assets Loss 9,915,745 - on investments Total operating expenses 198,960,557 6,066,611 Operating loss (197,139,242) (3,346,771) Non-operating income (expense): Other income, net 73,342 161,461 Interest expense (7,060,581) (393,448) Change in fair value of 226,374,000 - call option - related party Debt restructuring costs (14,722,631) (38,889) Loss (59,753,811) - on acquisition of Nakamoto Holdings Total non-operating income 144,910,319 (270,876) (expense) Net $ (52,228,923) $ (3,617,647) loss before provision for income taxes
AddedMD&A
Loss on change in fair value of digital assets of $166.1 million primarily reflecting the decline in price of Bitcoin in the fourth quarter of 2025, from $114,078 at September 30, 2025 to $87,519 at December 31, 2025. Loss on the acquisition of Nakamoto Holdings of $59.8 million that relates to our acquisition of Nakamoto Holdings on August 14, 2025. See Note 3 – Asset Acquisition to the consolidated financial statements in this Annual Report on Form 10-K for further information. Approximately $7.5 million of expenses incurred in 2025 that were primarily associated with transaction-related expenses from our acquisition of Nakamoto Holdings and diligence on our acquisitions of BTC Inc and UTXO that closed on February 20, 2026. Increase in fair value of our call option to acquire BTC Inc of $226.4 million that was primarily the result of a decrease in fair value of our Common Stock as of December 31, 2025, compared to the fair value as of August 14, 2025, as well as an increase in fair value of BTC Inc (refer to Non-operating income (expense) section below).
AddedMD&A
A discussion of our operating results for our Bitcoin Operations, Healthcare Operations and Other segments is below. Prior to the Nakamoto Merger, 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.
AddedMD&A
A summary of operating results for the year ended December 31, 2025 follows and includes a reconciliation of our Operating loss (GAAP) to Adjusted operating loss (non-GAAP). Our Adjusted operating loss removes the change in fair value of digital assets, loss on investments, transaction-related compensation and transaction-related general and administrative expenses from our operating loss.
AddedMD&A
For the Year Ended December 31, 2024 Bitcoin Healthcare Other Total Operations Operations Revenue $ $ 2,719,840 $ $ 2,719,840 Operating expenses: Compensation 3,562,405 3,562,405 General and administrative 1,907,055 1,907,055 Depreciation 136,606 136,606 Other 460,545 460,545 operating expenses Total operating expenses 6,066,611 6,066,611 Operating loss $ $ (3,346,771) $ $ (3,346,771)
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For a complete description further discussions of recent the following significant accounting pronouncements, including the expected dates of adoption policies and estimated effects on financial condition and results of operations, other significant accounting policies, refer to Note 2, 2 – Summary of Significant Accounting Policies, Policies in Notes to Financial Statements our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
RewordedMD&A
For a complete description discussion of recent recently issued accounting pronouncements, including the expected dates of adoption developments and estimated effects their impact on our consolidated financial condition and results of operations, statements, refer to Note 2, Summary 2—Summary of Significant Accounting Policies, Policies in Notes to Financial Statements our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
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During the year ended December 31, 2024, 2025, our net cash used in operating activities was $3,073,891, $23.5 million as compared to $449,489 $3.1 million during the year ended December 31, 2023. 2024.
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