Key Takeaways
- Nakamoto Inc. executes a 1-for-40 reverse split on May 22, 2026, to meet Nasdaq’s $1 minimum bid requirement.
- NAKA shares outstanding drop from 696.1 million to 17.4 million, while 10 billion authorized shares remain, raising dilution risk.
- CEO David Bailey’s bitcoin treasury firm holds 5,058 BTC but faces scrutiny over prior BTC sales and stock-based acquisitions.
Nakamoto Cuts NAKA Shares 40-to-1 to Salvage Nasdaq Listing Before June Deadline
The bitcoin treasury and operating company said every 40 pre-split shares will consolidate into one post-split share. Trading on a split-adjusted basis begins the morning of May 22 under the same ticker, NAKA, with a new CUSIP: 49457M205.
The move targets a specific regulatory threshold. Nasdaq Rule 5450(a)(1) requires listed companies to maintain a minimum $1.00 bid price. Nakamoto had been trading between $0.17 and $0.24 in recent months, roughly 99% below its May 2025 peak, and had until approximately June 8, 2026, to close at or above $1 for 10 consecutive trading days.
The company’s shareholders approved the split in a special meeting on May 8, 2026. The board had sought authorization for a ratio in the range of 1-for-20 to 1-for-50 in a preliminary proxy filed in early April. Chairman and CEO David Bailey‘s board settled on the 1-for-40 ratio.
Total shares outstanding will fall from approximately 696.1 million to about 17.4 million. Authorized shares remain unchanged at 10 billion, a figure that leaves open the possibility of future share issuance and dilution.
No fractional shares will be issued. Shareholders who would otherwise receive a fraction will instead receive cash in lieu. VStock Transfer, LLC, the company’s transfer agent, will handle all book-entry adjustments automatically.
Warrants, equity awards, and exercise prices adjust proportionately under the terms of the split. The overall market capitalization and company fundamentals remain unchanged by the action.
Nakamoto was formed through a merger and spin structure in 2025 with the stated goal of building a bitcoin treasury strategy. The company owns BTC Inc., publisher of Bitcoin Magazine and organizer of the Bitcoin Conference, as well as UTXO Management, a bitcoin-focused asset management firm.
Reverse stock splits are a common compliance tactic among microcap companies trading below Nasdaq’s minimum bid threshold. They raise the nominal price per share without changing total market value, underlying operations, or voting rights on a proportional basis.
Nakamoto has faced scrutiny beyond its stock price. Critics have pointed to the company’s all-stock acquisitions of entities connected to Bailey, its sale of roughly 5% of its bitcoin holdings in March 2026, and the large pool of authorized but unissued shares as potential concerns for existing shareholders.
A Form 8-K with additional details is expected around the May 22 effective date. Whether the split produces sustained Nasdaq compliance will depend on market demand, trading volume, and investor confidence in the months ahead.
Post-split liquidity and price stability remain open questions. The split addresses the bid price requirement mechanically. It does not address the underlying business performance that drove shares below $1 in the first place.