Nakamoto Inc. Files 424B3 Prospectus for Crypto Asset Services

TL;DR

Nakamoto Inc. just dropped a 424B3 prospectus for their crypto biz. Check it out if you're into that.

AI Summary

Nakamoto Inc. filed a 424B3 prospectus on March 31, 2026, detailing its financial services, specifically focusing on crypto assets. The filing, with SEC Accession No. 0001493152-26-013799, provides information for investors regarding the company's offerings. The company's mailing and business address is located at 5097 South 900 East, Suite 100, Salt Lake City, UT 84117.

Why It Matters

This filing provides crucial information for potential investors in Nakamoto Inc.'s crypto asset services, outlining the terms and risks associated with their offerings.

Risk Assessment

Risk Level: medium — As a 424B3 filing related to crypto assets, it inherently carries risks associated with the volatile nature of the cryptocurrency market and the regulatory landscape.

Key Numbers

• 2026-03-31 — Filing Date (Date the 424B3 prospectus was filed and accepted.)

Key Players & Entities

• Nakamoto Inc. (company) — Filer of the 424B3 prospectus
• 0001946573 (company) — CIK number for Nakamoto Inc.
• 0001493152-26-013799 (dollar_amount) — SEC Accession Number for the filing
• 333-274606 (dollar_amount) — File number for the registration statement
• 26816912 (dollar_amount) — Film number for the filing
• 5097 SOUTH 900 EAST SUITE 100 SALT LAKE CITY UT 84117 (company) — Mailing and Business Address for Nakamoto Inc.

FAQ

Key Financial Figures

• $0.21 — n stock on Nasdaq on March 30, 2026 was $0.21 per share. Our Tradeable Warrants are q
• $0.25 — e Warrants on OTC on March 30, 2026 was $0.25 per warrant. Investing in our securit
• $0.001 — ch Registered Common Stock, par value $0.001 per share NAKA The Nasdaq Stock Mar
• $13.85 — une 30, 2025, based upon a bid price of $13.85 per share for the registrant's common s
• $467.5 m — mately 5,342 Bitcoin that was valued at $467.5 million, based on the $87,519 price of Bi
• $87,519 — valued at $467.5 million, based on the $87,519 price of Bitcoin on December 31, 2025.
• $1.7 — rket capitalization of Bitcoin reaching $1.7 trillion as of December 2025. This grow

Filing Documents

• form424b3.htm (424B3) — 2159KB
• 0001493152-26-013799.txt ( ) — 2160KB

Business

Business 6 Item 1A.

Risk Factors

Risk Factors 17 Item 1B. Unresolved Staff Comments 53 Item 1C. Cybersecurity 53 Item 2.

Properties

Properties 54 Item 3.

Legal Proceedings

Legal Proceedings 54 Item 4. Mine Safety Disclosures 54 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 55 Item 6.

Selected Financial Data

Selected Financial Data 55 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 63 Item 9A.

Controls and Procedures

Controls and Procedures 63 Item 9B. Other Information 63 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 63 PART III Item 10. Directors, Executive Officers and Corporate Governance 64 Item 11.

Executive Compensation

Executive Compensation 73 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 86 Item 13. Certain Relationships and Related Transactions, and Director Independence 87 Item 14. Principal Accountant Fees and Services 92 PART IV Item 15. Exhibits 93

Signatures

Signatures 96 2 RISK FACTORS SUMMARY Our business is subject to a number of risks of which you should be aware before making a decision to invest in our common stock. These risks are more fully described in the "Risk Factors" section in Part I, Item 1A of this Annual Report on Form 10-K. These risks include, among others, the following: Risks Related to Our Bitcoin Strategy and Holdings 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. Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin. We face significant competition from companies with Bitcoin strategies and from spot Bitcoin exchange traded products ("ETPs"). Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. Risks Related to Our Financial Condition, Indebtedness, and Capital Requirements We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could harm our business and the value of our Common Stock. Our Bitcoin operations and digital asset treasury are new for our Company, and our historical

financial statements do not reflect the potential variability in earnings that we may experience

financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our Bitcoin operations or holdings. Our level and terms of indebtedness could adversely affect our ability to raise additional capital, fund operations, and take advantage of new business opportunities, and we may be unable to service or refinance our debt. We have incurred significant operating losses and may not achieve or sustain profitability. Risks Related to Our Securities and being a Public Company If we are unable to regain compliance with Nasdaq's continued listing standards, our securities may be delisted, which could significantly limit liquidity and adversely affect our business. The price of our Common Stock has fluctuated significantly and may continue to do so, which could result in substantial losses for stockholders. A prolonged decline in Bitcoin's market price could cause us to fall below Nasdaq's continued listing standards. We may need additional capital, and future securities offerings may result in dilution to existing stockholders. Sales of our Common Stock, including through our at-the-market program ("ATM Program"), or the perception that such sales may occur, could depress our Common Stock price. If we effect a reverse stock split to regain compliance with Nasdaq's minimum bid price requirement, it may not result in a sustained increase in our Common Stock price and could decrease the liquidity of our Common Stock. Risks Related to Our Media and Information Services Operations Our revenues could decline if our trade show offerings through BTC Inc fail to attract attendees, exhibitors, sponsors, or vendors. BTC Inc's editorial independence may be compromised, or perceived to be compromised, by our corporate Bitcoin holdings and other business interests, which could damage our credibility and audience trust. Risks Related to Our Asset Management Operations Revenue from our investment advisory

Business

Business Segments As of December 31, 2025, we have two principal business segments: Bitcoin Operations: houses our Bitcoin treasury and is utilized to support investments in other Bitcoin related companies. Healthcare Operations: provides a patient-focused healthcare experience that provides patients personalized solutions in order to reduce opioid use and improve health outcomes. Our Businesses Bitcoin Operations A core component of our business strategy is the acquisition and holding of Bitcoin as a treasury reserve asset. We believe Bitcoin is an attractive asset because (i) it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy, (ii) due to its fixed supply, Bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value, and (iii) the Bitcoin network provides the infrastructure and opportunity for the development of financial and technological innovations. As of December 31, 2025, we held approximately 5,342 Bitcoin that was valued at $467.5 million, based on the $87,519 price of Bitcoin on December 31, 2025. We expect to continue to accumulate Bitcoin in the future and to pursue strategies to create income streams or otherwise generate funds using our Bitcoin holdings. Our Bitcoin operations strategy also includes making minority investments into other Bitcoin-native companies. In 2026, we established a designated trading wallet for an options-writing strategy on a portion of our Bitcoin, that can include selling covered calls and cash-secured puts. Our acquisitions of Bitcoin are conducted through U.S.-based, institutional-grade custodians and reputable third-party exchanges. Our process for purchasing Bitcoin involves due diligence on counterparties, execution through regulated exchanges or over-the-counter desks, and careful consideration of transaction costs, incl

View Full Filing

View this 424B3 filing on SEC EDGAR