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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C.

FORM\n8-K

CURRENT\nREPORT

PURSUANT\nTO SECTION 13 OR 15(d) OF THE

SECURITIES\nEXCHANGE ACT OF 1934

Date\nof Report (Date of earliest event reported): October 1, 2026

Nakamoto\nInc.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware

001-42103

84-3829824

(State or other jurisdiction
\nof incorporation)

(Commission

File\n Number)

(IRS\n Employer

Identification\n Number)

\n \n \n \n \n \n \n \n \n

300\n 10th Ave South, Nashville, TN		37203
(Address\n of Principal Executive Offices)		(Zip\n Code)

(615)\n676-8668

(Registrant’s\ntelephone number, including area code)

N/A

(Former\nname or former address, if changed since last report)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written\n communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of Each Class	Trading\n Symbol(s)	Name\n of Each Exchange on Which Registered
Common\n Stock, par value $0.001 per share	NAKA	The\n Nasdaq Stock Market LLC

Tradeable\n Warrants to purchase shares of Common Stock, par value $0.001 per share	NAKAW*	OTC\n Pink Market

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)\nor Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging\ngrowth company ☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*The\nregistrant’s tradeable warrants trade over-the-counter on OTC Pink Market operated on the OTC Markets under the trading symbol\n“NAKAW”.

Item\n1.01 Entry into a Material Definitive Agreement.

On\nOctober 1, 2026, Nakamoto Inc. (the “Company”) entered into a Second Addendum to Warrant Agent Agreement (the “Second\nAddendum”) with VStock Transfer, LLC (“VStock”), pursuant to which VStock was removed as warrant agent under\nthat certain warrant agent agreement, dated as of June 3, 2024, by and between the Company and VStock, as amended (the “Original\nWarrant Agent Agreement”). Pursuant to the Second Addendum and the Amended and Restated Warrant Agent Agreement, VStock has\nno further duties, obligations, responsibilities or liabilities under the Original Warrant Agent Agreement, and VStock is required to\ndeliver to Odyssey Transfer and Trust Company, a Minnesota corporation (“Odyssey”), as successor warrant agent, all\nbooks, records, files and data relating to the outstanding tradeable warrants and non-tradeable warrants of the Company (collectively,\nthe “Warrants”), to deliver any funds, entitlements or other property held by it under the Original Warrant Agent\nAgreement to Odyssey or, at the Company’s direction, to the Company, and to reasonably cooperate with the Company and Odyssey to\neffect an orderly transition of the warrant agent duties.

Also\non October 1, 2026, the Company entered into an Amended and Restated Warrant Agent Agreement (the “A&R Warrant Agent Agreement”)\nwith Odyssey, as warrant agent (in such capacity, the “Warrant Agent”), which amends and restates the Original Warrant\nAgent Agreement in its entirety. As under the Original Warrant Agent Agreement, the A&R Warrant Agent Agreement sets forth the procedures\nfor registering, transferring and exercising the Warrants, the procedure for amending the A&R Warrant Agent Agreement, and the terms\nof the Company’s indemnification of the Warrant Agent.

The\nmaterial changes effected by the A&R Warrant Agent Agreement are as follows: (i) Odyssey is appointed as successor warrant agent\neffective October 1, 2026, and does not assume any liabilities or obligations of VStock or any other predecessor warrant agent arising\nprior to that date; (ii) each reference to the “Warrant Agent” in the Warrants and in the related exhibits, certificates,\nforms and other documents is deemed to refer to Odyssey rather than VStock; (iii) the agreement reflects the Company’s change of\nname from Kindly MD, Inc. to Nakamoto Inc., the Company’s conversion into a Delaware corporation, and the 1-for-40 reverse stock\nsplit (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common\nStock”), effective May 22, 2026; (iv) the Company’s registration covenant now runs to its Registration Statement on Form\nS-3 (File No. 333-294958), which was declared effective on April 24, 2026, and to any other registration statement covering the offer\nand sale of the shares of Common Stock issuable upon exercise of the Warrants; (v) the agreement confirms that, as of October 1, 2026,\nall outstanding Warrants are held in book-entry form through The Depository Trust Company and are evidenced by global certificates, and\nthat no Warrant is certificated; (vii) the notice provisions are updated to reflect the current addresses of the Company and the Warrant\nAgent; and (viii) the agreement adds section headings and additional defined terms, including “Bid Price”, “Initial\nExercise Date”, “Person” and “Transfer Agent”, and makes conforming renumbering and cross-reference corrections.

All\nrights, liabilities and obligations that accrued under the Original Warrant Agent Agreement prior to October 1, 2026 survive, and the\nWarrants issued under the Original Warrant Agent Agreement remain outstanding and are governed by the A&R Warrant Agent Agreement\nfrom and after that date, and nothing in the A&R Warrant Agent Agreement changes the exercise price, the number of shares of Common\nStock issuable upon exercise of the Warrants, the expiration date of June 3, 2029, or any other economic term of any Warrant, other than\nas permitted in connection with the Reverse Stock Split.

The\nA&R Warrant Agent Agreement attaches an updated form of tradeable warrant and an updated form of non-tradeable warrant as Exhibits\nA and B thereto, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K. The updated forms reflect conforming changes\nresulting from the A&R Warrant Agent Agreement, including the substitution of Odyssey as Warrant Agent and the changes to the Company’s\nname and state of incorporation, and set forth the form of warrant for any global certificate or definitive certificate issued on or\nafter October 1, 2026. Nothing in the A&R Warrant Agent Agreement or in the updated forms of warrant amends, modifies or waives any\nterm of any Warrant outstanding as of October 1, 2026, and to the extent an updated form differs from the terms of an outstanding Warrant,\nthe outstanding Warrant governs unless and until amended in accordance with its terms.

The\nforegoing descriptions of the Second Addendum, the A&R Warrant Agent Agreement, and the forms of warrant do not purport to be complete\nand are qualified in their entirety by reference to the full text of the form of tradeable warrant, the form of non-tradeable warrant,\nthe Second Addendum, and the A&R Warrant Agent Agreement attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, and Exhibit 4.4,\nrespectively, and incorporated herein by reference.

Item\n8.01 Other Events.

The\nCompany appointed Odyssey to serve as its new transfer agent and registrar, effective October 1, 2026. All of the Company’s registered\nshares of Common Stock and related records were transferred from VStock, the Company’s prior transfer agent and registrar, to Odyssey.

Item\n9.01 Financial Statements and Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n No.		Description

4.1		Form of Tradeable Common Stock Purchase Warrant
4.2		Form of Non-tradeable Warrant to Purchase Common Stock
4.3*		Amended and Restated Warrant Agent Agreement, dated October 1, 2026, by and between Nakamoto Inc. and Odyssey Transfer and Trust Company
4.4		Second Addendum to Warrant Agent Agreement, dated October 1, 2026, by and between Nakamoto Inc. and VStock Transfer, LLC
104		Cover\n Page Interactive Data File (embedded within the Inline XBRL Document)

* Certain identified confidential information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by\nthe undersigned, hereunder duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	NAKAMOTO\n INC.

Dated:\n October 5, 2026	By:	/s/\n Teresa Gendron
		Teresa\n Gendron
		Chief\n Financial Officer

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