Business Context and Reporting Period
Company: Nakamoto Inc. (formerly Kindly MD, Inc.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Reporting Date: March 30, 2026
Nakamoto Inc. underwent a fundamental strategic transformation during the reporting period, shifting from a patient-first healthcare provider to a Bitcoin-focused operating company. This pivot was executed through a reverse merger with Nakamoto Holdings Inc. on August 14, 2025, establishing a Bitcoin treasury strategy. Subsequently, on February 20, 2026 (post-balance sheet), the Company acquired BTC Inc (media/events) and UTXO Management GP, LLC (asset management) to build an ecosystem of Bitcoin-native companies. The Company announced in March 2026 its intent to exit its legacy healthcare business.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $1.82 million | $2.72 million |
| Operating Loss | $(197.14) million | $(3.35) million |
| Net Loss | $(52.23) million | $(3.62) million |
| Cash and Cash Equivalents | $22.58 million | $2.27 million |
| Total Assets | $730.61 million | $3.68 million |
| Total Liabilities | $216.35 million | $1.11 million |
| Stockholders' Equity | $514.26 million | $2.57 million |
Bitcoin Holdings: As of December 31, 2025, the Company held 5,342 Bitcoin valued at $467.55 million (based on a price of $87,519). Approximately 3,717 Bitcoin were pledged as collateral for debt.
Debt: The Company holds a $210 million USDT loan from Kraken (8.0% interest, maturing December 4, 2026), secured by Bitcoin collateral. Other debt obligations were repaid during the year.
Material Changes vs. Prior Period
- Strategic Pivot: Transitioned from a single-segment healthcare business to a dual-segment model (Bitcoin Operations and Healthcare Operations), with Bitcoin Operations driving the majority of asset value and volatility.
- Revenue Decline: Healthcare revenue decreased 33% to $1.82 million due to reduced cash-pay services and clinic closures.
- Significant Losses: The Net Loss increased significantly to $52.23 million, primarily driven by a $166.1 million unrealized loss on the change in fair value of digital assets (Bitcoin price decline in Q4 2025) and a $59.8 million loss on the acquisition of Nakamoto Holdings.
- Non-Operating Gains: A $226.4 million gain on the change in fair value of a call option to acquire BTC Inc offset a portion of the operating losses.
- Capital Structure: Total assets grew from $3.68 million to $730.61 million, fueled by a $518 million PIPE financing and debt proceeds used to acquire Bitcoin.
Guidance, Outlook, and Risks
Outlook: Management intends to exit the legacy healthcare business and focus on accumulating Bitcoin and developing the Bitcoin ecosystem through its new subsidiaries (BTC Inc and UTXO). The Company plans to use proceeds from recent Bitcoin sales (284 BTC sold in March 2026 for $20 million) to replenish working capital.
Material Risks:
- Bitcoin Volatility: Financial results are highly sensitive to Bitcoin price fluctuations. A prolonged decline could trigger margin calls on the Kraken loan or cause delisting from Nasdaq.
- Internal Controls: The Company identified a material weakness in internal controls over financial reporting related to segregation of duties and lack of formalized policies.
- Regulatory Uncertainty: Evolving regulations regarding digital assets, securities classification, and healthcare (including cannabis laws) pose significant operational risks.
- Debt Covenants: The $210 million Kraken loan is subject to strict collateral maintenance requirements; a drop in Bitcoin value could force liquidation of collateral.
- Nasdaq Compliance: The Company received notice of non-compliance with the minimum bid price requirement ($1.00) and has until June 8, 2026, to regain compliance.
Investor Verification Checklist
- Bitcoin Valuation: Verify the current market price of Bitcoin and its impact on the Company's balance sheet and loan-to-value ratios.
- Debt Covenants: Review the specific collateral maintenance thresholds in the Kraken Master Loan Agreement to assess liquidation risk.
- Healthcare Exit: Confirm the timeline and financial impact of the announced exit from the healthcare business.
- Internal Controls: Monitor progress on remediation of the identified material weakness in internal controls.
- Nasdaq Status: Track the Company's stock price to ensure compliance with the $1.00 minimum bid price requirement by June 2026.
- Subsequent Acquisitions: Review the final purchase price allocation for the BTC Inc and UTXO acquisitions closed in February 2026.