Nakamoto Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number:001-42103 NAKAMOTO INC.(Exact name of Registrant as specified in its charter) 300 10thAve South, Nashville, TN 37203(Address of Principal Executive Office and Zip Code) (615) 676-8668(Registrant’s Telephone Number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes☐No☒ As of May 11, 2026, there were 696,085,586 shares of common stock, par value $0.001 issued and outstanding. NAKAMOTO INC.2026 QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Part I – Financial Information Item 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3. Quantitative and Qualitative Disclosures about Market Risk29Item 4. Controls and Procedures29 Item 1. Legal Proceedings29Item 1A. Risk Factors30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds30Item 3. Defaults Upon Senior Securities30Item 4. Mine Safety Disclosures30Item 5. Other Information30Item 6. Exhibits31 NAKAMOTO INC.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PageCondensed Consolidated Balance Sheets (Unaudited)2Condensed Consolidated Statements of Comprehensive Loss (Unaudited)3Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)4Condensed Consolidated Statements of Cash Flows (Unaudited)5Notes to Condensed Consolidated Financial Statements (Unaudited)6 NAKAMOTO INC.CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED) Stockholders’ Equity:Preferred Stock, $0.001 par value per share; authorized - 10,000,000 shares;none issued and outstanding as of March 31, 2026 and December 31, 2025,respectively.--Common stock, $0.001 par value, 10 billion shares authorized; 690,018,254shares issued and outstanding as of March 31, 2026 and 439,950,632 sharesissued and 437,946,327 outstanding as of December 31, 2025690440Treasury stock at cost, 0 and 2,004,305 shares as of March 31, 2026 andDecember 31, 2025, respectively-(749)Additional paid-in capital665,296574,571Accumulated other comprehensive loss(131)-Accumulated deficit(298,781)(60,005)Total Stockholders’ Equity367,074514,257Total Liabilities and Stockholders’ Equity$620,761$730,608 NAKAMOTO INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(UNAUDITED) NAKAMOTO INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(UNAUDITED) NAKAMOTO INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) NAKAMOTO INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2026 (UNAUDITED) NOTE 1—ORGANIZATION AND NATURE OF OPERATIONS Nakamoto Inc., formerly known as KindlyMD, Inc., is, with its subsidiaries, a Bitcoin operating company with media, assetmanagement, and advisory capabilities, together with a bitcoin treasury (“Nakamoto,” “the Company,” “we,” “our,” or “us”). Throughits ecosystem-wide presence, Nakamoto seeks to provide investors with exposure to Bitcoin’s global growth. Nakamoto was formed in 2019 as a healthcare company and began its transformation into a Bitcoin operating company in August of2025, with the merger between Nakamoto Holdings, Inc. and Kindly MD, Inc. On December 27, 2025, the Company converted from aUtah corporation to a Delaware corporation, and on January 21, 2026, the Company changed its name to Nakamoto Inc. During the three months ended March 31, 2026, the