Business Context and Reporting Period
This Form 8-K Current Report was filed by Nakamoto Inc. on August 3, 2026. The registrant is a Delaware corporation with principal executive offices in Nashville, TN. The report discloses a significant change in corporate leadership and the execution of a separation agreement.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only specific financial figure disclosed relates to executive compensation:
- Separation Payment: A gross amount of $911,468.58 is payable to the departing executive, subject to tax withholdings and deductions.
Material Changes
The primary material change reported is the departure of Tim Pickett, who resigned effective August 3, 2026, from all positions including:
- Director of Nakamoto Inc.
- Chief Medical Officer of Nakamoto Inc.
- Chief Executive Officer of Kindly LLC (an affiliate).
The resignation was explicitly stated as not resulting from any disagreement regarding financial reporting, operations, policies, or practices.
Guidance, Outlook, and Management Commentary
Separation Agreement Terms:
- Equity Acceleration: All unvested portions of outstanding equity awards under the 2022 and 2025 Equity Incentive Plans are accelerated.
- Insurance Coverage: Mr. Pickett will remain covered under directors' and officers' liability insurance for six years and medical professional liability coverage for four years.
- Covenants: Non-competition and non-solicitation covenants are released; confidentiality obligations remain in effect.
- Effective Date: The agreement becomes effective after a 21-day consideration period and a 7-day revocation period, provided it is not revoked.
Risks and Contingencies: The filing notes that the separation payment is contingent upon Mr. Pickett's execution and non-revocation of the Separation Agreement. No other unusual items or forward-looking guidance were provided in this report.
Investor Verification Checklist
- Verify the appointment of a new Chief Medical Officer and Director to replace Tim Pickett.
- Review the full text of the Separation Agreement (Exhibit 10.1) for omitted schedules regarding specific equity award valuations.
- Confirm the impact of the leadership change on the operations of Kindly LLC.
- Monitor subsequent filings for the appointment of a new CEO if David Bailey's role is interim or if further restructuring is planned.