Nakamoto Inc. filed a definitive proxy statement on October 29, 2026, notifying stockholders of a virtual-only annual meeting scheduled for December 17, 2026, at 9:00 am Eastern Time, at which four proposals will be presented for a vote.

Key Highlights

  • Annual Meeting Date: December 17, 2026, at 9:00 am Eastern Time, held in a completely virtual format.
  • Record Date: October 26, 2026; each share of Common Stock is entitled to one vote.
  • Board Declassification Proposal: Stockholders will vote on an Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the immediate annual election of all directors.
  • Auditor Ratification: Stockholders will vote on ratifying Wolf & Company, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Director Elections: If declassification is approved, six nominees would each serve until the 2027 annual meeting; if not approved, two Class II nominees would each serve until the 2029 annual meeting.
  • CEO and Chairman: David Bailey signed the proxy letter as Chief Executive Officer and Chairman of the Board.
  • Company Address: Nakamoto Inc. is headquartered at 300 10th Ave South, Nashville, TN 37203.

Nakamoto Inc. Proxy Proposals and Board Structure Changes

According to the filing, Nakamoto Inc., a Delaware corporation trading on NASDAQ:NAKA, is asking stockholders to consider four proposals at its upcoming annual meeting. The centerpiece of the meeting is Proposal 1, which would amend and restate the Company's Certificate of Incorporation to eliminate the existing classified board structure and replace it with annual elections for all directors. The Board of Directors recommends a vote "FOR" this proposal, as well as all others on the agenda.

The filing explains that director elections in Proposal 3 are structured as conditional alternatives. If Proposal 1 passes, all six director nominees named in the proxy statement would stand for election to terms running through the 2027 annual meeting. If Proposal 1 does not pass, only the two Class II director nominees would be elected, each serving until the 2029 annual meeting, consistent with the current classified board arrangement. Proposal 4 would authorize adjournment of the meeting if votes in favor of Proposal 1 are insufficient or if a quorum cannot be established.

The Company disclosed that proxy materials are being distributed primarily through internet access, in accordance with SEC rules, with a Notice of Internet Availability of Proxy Materials mailed to the majority of stockholders on or about October 29, 2026. Stockholders of record may vote electronically via the internet, by telephone, or by returning a signed paper proxy card. The filing notes that a stockholder list will be available for examination for ten days ending the day before the meeting at the Company's Nashville, Tennessee principal office, and through the virtual meeting portal during the meeting itself.

What Was Disclosed

Nakamoto Inc. filed a definitive proxy statement covering its 2026 annual meeting, disclosing four board-recommended proposals including a board declassification amendment, auditor ratification, and conditional director elections, with the record date set as October 26, 2026.