Nakamoto approves 1-for-40 reverse split to meet Nasdaq bid
Nakamoto approved a 1-for-40 reverse stock split effective May 22, 2026, consolidating every 40 shares into one to meet Nasdaq’s $1 minimum bid requirement.
Nakamoto Inc. approved a 1-for-40 reverse stock split that takes effect at 12:01 a.m. ET on May 22, 2026. The split consolidates every 40 pre-split shares into one post-split share to address Nasdaq’s $1.00 minimum bid-price rule.
Trading on a split-adjusted basis will begin the morning of May 22 under the existing ticker NAKA and a new CUSIP, 49457M205. Shareholders approved the split at a special meeting on May 8, 2026. The board had sought authorization for a ratio between 1-for-20 and 1-for-50 and settled on 1-for-40.
The action targets compliance with Nasdaq Rule 5450(a)(1). Nakamoto’s shares had been trading roughly between $0.17 and $0.24 in recent months. The company needed to close at or above $1.00 for 10 consecutive trading days by approximately June 8, 2026, to avoid delisting.
Total shares outstanding will fall from about 696.1 million to roughly 17.4 million. Authorized shares will remain at 10 billion. No fractional shares will be issued; shareholders entitled to fractions will receive cash in lieu. VStock Transfer, LLC, the transfer agent, will handle book-entry adjustments automatically. Outstanding warrants, equity awards and exercise prices will be adjusted proportionately.
Nakamoto was formed in 2025 through a merger and spin structure with a stated goal of building a bitcoin treasury strategy. The company owns BTC Inc., publisher of Bitcoin Magazine and organizer of the Bitcoin Conference, and UTXO Management, a bitcoin-focused asset manager. Chairman and CEO David Bailey’s bitcoin treasury firm holds 5,058 BTC.
Critics have pointed to the company’s all-stock acquisitions of entities connected to Bailey, the sale of roughly 5% of its bitcoin holdings in March 2026, and the large pool of authorized but unissued shares as concerns for investors.
A Form 8-K with additional details is expected around the May 22 effective date. Nakamoto noted the reverse split will not change its market capitalization or alter the company’s fundamentals on a proportional basis.
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