10q10k10q10k.net

What changed in Nakamoto Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Nakamoto Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+886 added−418 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-28)

Top changes in Nakamoto Inc.'s 2025 10-K

886 paragraphs added · 418 removed · 94 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

37 edited+138 added−63 removed7 unchanged
Biggest changeHemp products are approved for sale in Utah and registered by the Utah Department of Agriculture and Food, Division of Industrial Hemp and Medical Cannabis (UDAF). This process requires a complete product registration application, a full panel certificate of analysis (COA), a product label design that complies with administrative rule R68-26-5, and a fee for each cannabinoid product registered.
Biggest changeThis process requires a complete product registration application, a full panel certificate of analysis (“COA”), a product label design that complies with administrative rule R68-26-5, and a fee for each cannabinoid product registered. Each registration is effective for 12 months and must reapply for registration each year. Hemp is only allowed for sale in registered establishments through UDAF.
The Ryan Haight Act requires a valid prescription for controlled substances, which generally entails a prior in-person medical evaluation. Telepsychology services in Utah also require provider licensing, which is governed by the Utah Psychology Licensing Board. Providers need to meet stringent educational, internship, and examination requirements, aligning with the American Psychological Association’s guidelines.
The Ryan Haight Act requires a valid prescription for controlled substances, which generally entails a prior in-person medical evaluation. 15 Telepsychology services in Utah also require provider licensing, which is governed by the Utah Psychology Licensing Board. Providers need to meet stringent educational, internship, and examination requirements, aligning with the American Psychological Association’s guidelines.
Cybersecurity is governed by the Utah health Information Network (UHIN) standards, which provide a framework for data security and protection in healthcare, which we adhere to. We utilize encryption for all healthcare related communication channels and data storage, inclusive of telemedicine. Insurance regulation also influences telemedicine practice in Utah.
Cybersecurity is governed by the Utah health Information Network standards, which provide a framework for data security and protection in healthcare, which we adhere to. We utilize encryption for all healthcare related communication channels and data storage, inclusive of telemedicine. Insurance regulation also influences telemedicine practice in Utah.
This bill outlines the hemp producer registration process, establishes the age of 21 as the legal age in which a person in Utah may purchase a hemp product and generally governs the rules surrounding legal limits of tetrahydrocannabinol (THC) and THC analogs in hemp products to 5mg per serving and 150mg total per package.
This bill outlines the hemp producer registration process, establishes the age of 21 as the legal age in which a person in Utah may purchase a hemp product and generally governs the rules surrounding legal limits of THC and THC analogs in hemp products to 5mg per serving and 150mg total per package.
Physicians, Advanced Practice Registered Nurses, and Physician Associates who are licensed to prescribe a controlled substance are allowed to recommend medical cannabis treatment for their patients. Providers must register through an Electronic Verification System (EVS) established by the UDOH.
Physicians, Advanced Practice Registered Nurses, and Physician Associates who are licensed to prescribe a controlled substance are allowed to recommend medical cannabis treatment for their patients. Providers must register through an electronic verification system established by the UDOH.
Food and Drug Administration (FDA): The FDA is responsible for protecting the public health by ensuring the safety, efficacy, and security of drugs, biological products, and medical devices. Our clinic must only use FDA-approved medications and devices and follow FDA guidelines in their use.
Food and Drug Administration (the “FDA”): The FDA is responsible for protecting the public health by ensuring the safety, efficacy, and security of drugs, biological products, and medical devices. Our clinic must only use FDA-approved medications and devices and follow FDA guidelines in their use.
Clients provide data directly, as do clinicians and staff by collecting data about interactions such as product and medication use, experiences, and behaviors. The data we collect depends on the context of the interactions with KindlyMD and the choices people make, including their privacy settings and the products and features they use.
Clients provide data directly, as do clinicians and staff by collecting data about interactions such as product and medication use, experiences, and behaviors. The data we collect depends on the context of the interactions with Kindly and the choices people make, including their privacy settings and the products and features they use.
Corporate Practice of Medicine laws aim to preserve the physician-patient relationship from potential commercial intrusions. In Utah, these laws apply to telemedicine. We enter into contractual agreements with physicians and APCs to preserve the provider-patient relationship from commercial intrusions. Fee-splitting, the sharing of professional fees between medical practitioners and non-medical practitioners, is illegal in Utah.
Corporate practice of medicine laws aim to preserve the physician-patient relationship from potential commercial intrusions. In Utah, these laws apply to telemedicine. We enter into contractual agreements with physicians and Advanced Practice Clinicians to preserve the provider-patient relationship from commercial intrusions. Fee-splitting, the sharing of professional fees between medical practitioners and non-medical practitioners, is illegal in Utah.
Corporate History On December 2, 2019, the Company filed their original articles of organization with the state of Utah under the name “Utah Therapeutic Health Center, PLLC.” 8 On April 15, 2020, the Company filed Articles of conversion with the State of Utah converting the entity from a PLLC to an LLC.
Corporate History On December 2, 2019, the Company filed its original articles of organization with the state of Utah under the name “Utah Therapeutic Health Center, PLLC.” On April 15, 2020, the Company filed Articles of conversion with the State of Utah converting the entity from a PLLC to an LLC.
Below is a discussion of the federal and state-level regulatory regimes in those jurisdictions where we are currently directly involved. We are subject to the Controlled Substances Act (CSA) as enforced by the Drug Enforcement Administration (DEA).
Below is a discussion of the federal and state-level regulatory regimes in those jurisdictions where we are currently directly involved. We are subject to the Controlled Substances Act (“CSA”) as enforced by the Drug Enforcement Administration (“DEA”).
Data may also be shared with KindlyMD’s affiliates and subsidiaries, vendors acting on our behalf, or as required by law or legal processes. Additionally, we may share data to protect patients and customers, safeguard lives, ensure the security of our products, and uphold the rights and property of KindlyMD’s shareholders, customers, and patients.
Data may be shared with Kindly’s affiliates and subsidiaries, vendors acting on our behalf, or as required by law or legal processes. Additionally, we may share data to protect patients and customers, safeguard lives, ensure the security of our products, and uphold the rights and property of Nakamoto’s shareholders, as well as Kindly’s customers, and patients.
Although certain states and territories of the U.S. authorize medical and/or adult use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation and transfer of cannabis and any related drug paraphernalia is illegal and any such acts are criminal acts under federal law under any and all circumstances under the Controlled Substances Act.
Although certain states and territories of the U.S. authorize medical and/or adult use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation and transfer of cannabis and any related drug paraphernalia are illegal and any such acts are criminal acts under federal law.
KindlyMD attempts to target patients suffering from chronic pain and adults on opioids or more than one prescription medication. Further, the Company targets businesses looking for data resources, expanded behavioral clinic operations, and centers dedicated to wellness, research and analysis, market research, and consumer analyses.
We attempt to target patients suffering from chronic pain and adults on opioids or more than one prescription medication. Further, we target businesses looking for data resources, expanded behavioral clinic operations, and centers dedicated to wellness, research and analysis, market research, and consumer analyses.
KindlyMD is required to protect the information it collects and maintains. KindlyMD respects the right to privacy and protects the information it maintains about clients and patients in accordance with all required laws, regulations and standards. All healthcare research and published data regarding clinical outcomes is anonymized and governed by HIPAA.
Kindly is required to protect the information it collects and maintains. Kindly respects the right to privacy and protects the information it maintains about clients and patients in accordance with all required laws, regulations and standards. All healthcare data is anonymized and governed by HIPAA.
Utah State Medical Boards: Each state has its own medical board that licenses and regulates physicians and other healthcare professionals. They also establish rules for clinics and the prescribing of controlled substances.
Utah State Medical and Professional Licensing Boards: Each state has its own medical board and other agencies that license and regulate physicians and other healthcare professionals. They also establish rules for clinics and the prescribing of controlled substances.
The clinical model includes targeted behavioral therapy sessions at each visit, plus the Company offers traditional therapy sessions with licensed therapists trained in trauma-based therapy and other modalities as described at kindlymd.com.
The clinical model includes targeted behavioral therapy sessions at each visit, plus the Company offers traditional therapy sessions with licensed therapists trained in trauma-based therapy and other modalities as described at kindlymd.com. Data Collection and Research Kindly collects data through our services and interactions.
On June 3, 2024, the company completed an IPO, resulting in the issuance of 1,240,910 shares of common stock and received gross proceeds of approximately $6.8 million. After deducting offering expenses, the Company received net proceeds of approximately $5.9 million.
On June 3, 2024, the company completed an initial public offering (“IPO”), resulting in the issuance of 1,240,910 shares of common stock, par value $0.001 per share (the “Common Stock”) and received gross proceeds of approximately $6.8 million. After deducting offering expenses, the Company received net proceeds of approximately $5.9 million.
Registered providers may only recommend medical cannabis treatment to a patient in the course of the physician-patient relationship after completing and documenting in the patient’s record a thorough assessment of the patient’s condition and medical history.
Registered providers may only recommend medical cannabis treatment to a patient in the course of the physician-patient relationship after completing and documenting in the patient’s record a thorough assessment of the patient’s condition and medical history. Hemp products are approved for sale in Utah and registered by the Utah Department of Agriculture and Food (“UDAF”).
ITEM 1. BUS INESS Overview KindlyMD is a patient-first healthcare and healthcare data company redefining value-based care and patient-centered medical services. Formed in 2019, KindlyMD leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide value-based, algorithmic guidance on the use of alternative medicine in healthcare.
Healthcare Operations Kindly LLC (“Kindly”), a Utah limited liability company, is a patient-first healthcare company redefining value-based care and patient-centered medical services. Formed in 2019, Kindly leverages focused integration of mental healthcare to deliver evidence-based, personalized solutions in order to help reduce opioid use, improve health outcomes, and provide algorithmic guidance on the use of alternative medicine in healthcare.
Utah allows for telemedicine prescribing as long as the standard of care is the same as in-person visits. Controlled substances have additional regulations that often require an in-person exam.
Healthcare providers providing telehealth and telepsychology telemedicine services to patients in Utah must be licensed to practice in the state. Utah allows for telemedicine prescribing as long as the standard of care is the same as in-person visits. Controlled substances have additional regulations that often require an in-person exam.
KindlyMD treated 20,636 patient visits during 2024 in Utah compared to 18,930 patient visits during 2023. 5 Behavioral Therapy and Guided Therapy Visits Behavioral health therapy visits are integrated into the Company’s clinical model and are performed either on a fee for service basis or reimbursed through traditional insurance contracts.
Behavioral Therapy and Guided Therapy Visits Behavioral health therapy visits are integrated into the Company’s clinical model and are performed either on a fee for service basis or reimbursed through traditional insurance contracts.
Utah law mandates private payer parity for telemedicine services, meaning private insurance companies must cover telemedicine services at the same rate as in-person services. However, specifics of billing and reimbursement vary among insurers. Expansion Outside of Utah At present, our operations are solely based in Utah, and we have not currently targeted or planned specific expansion into other states.
Utah law mandates private payer parity for telemedicine services, meaning private insurance companies must cover telemedicine services at the same rate as in-person services. However, specifics of billing and reimbursement vary among insurers.
Each registration is effective for 12 months and must reapply for registration each year. Hemp is only allowed for sale in registered establishments through UDAF. The Utah Department of Agriculture and Food oversees the market for industrial hemp and medical cannabis in Utah and is governed, in part, by H.B. 227 Hemp Amendments.
The Utah Department of Agriculture and Food oversees the market for industrial hemp and medical cannabis in Utah and is governed, in part, by H.B. 227 Hemp Amendments.
Consequently, any potential expansion will involve a careful evaluation of the state-specific regulatory environment, ensuring full compliance with all requisite laws and regulations to prevent legal ramifications. Regulatory Risks Our operations, although compliant with Utah state law, are still subject to U.S. federal law.
Consequently, any potential expansion will involve a careful evaluation of the state-specific regulatory environment, ensuring full compliance with all requisite laws and regulations to prevent legal ramifications. Available Information Our internet address is nakamoto.com.
All interactions between the treating provider and patient are considered healthcare interactions and therefore are governed by HIPAA privacy laws. 11 The Ryan Haight Online Pharmacy Consumer Protection Act of 2008: This is a federal law that regulates the distribution of controlled substances online. When KindlyMD uses telemedicine services to prescribe opioids, we must comply with this Act.
The Ryan Haight Online Pharmacy Consumer Protection Act of 2008 (the “Ryan Haight Act”): This is a federal law that regulates the distribution of controlled substances online. When Kindly uses telemedicine services to prescribe opioids, we must comply with the Ryan Haight Act.
The information gathered resides in our Enterprise Data Management warehouse, where we have business agreements with each entity accessing this system. A manual review may be conducted by KindlyMD employees or vendors who are working on KindlyMD’s behalf. We share data only with consent or authorization.
We also obtain data about customers, patients, and clients from third parties. The information gathered resides in our Electronic Health Record, where we have BAAs with each entity accessing this system. A manual review may be conducted by Kindly employees or vendors who are working on Kindly’s behalf. 8 We share data only with consent or authorization.
A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse.
Throughout its history, cannabis has been classified on Schedule I, the highest tier of restriction reserved for substances with no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse.
KindlyMD does not market or sell products as dietary supplements or food, and makes no health claims on any of the aforementioned products sold. 10 Cannabis is Largely Regulated at the State Level State laws that permit and regulate the production, distribution and use of cannabis for adult use or medical purposes are in direct conflict with the Controlled Substances Act, which makes cannabis use and possession federally illegal.
State Regulation of Hemp and Cannabis State laws that permit and regulate the production, distribution and use of cannabis for adult use or medical purposes are in direct conflict with the Controlled Substances Act, which makes cannabis use and possession federally illegal.
Marketing and Customers KindlyMD uses and plans to use various marketing techniques to advertise its services and attract potential new clients and patients. Such techniques include posting videos on YouTube, email marketing, online and social media marketing, print advertising in target markets, publishing research, and participating in speaking engagements. KindlyMD has two specific target markets: patients and businesses.
Such techniques include events, conferences, digital and print magazine publications, posting videos on YouTube, email marketing, online and social media marketing, print advertising in target markets, publishing research, and participating in speaking engagements. Our healthcare operations have two specific target markets: patients and businesses.
The risk of federal enforcement and other risks associated with our business are described in the section entitled “Risk Factors.” Regulation of the Cannabis Market at State and Local Level The Utah Medical Cannabis Act (H.B. 3001 Utah Medical Cannabis Act) directs the Utah Department of Health (UDOH) to issue medical cannabis cards to patients, register medical providers who wish to recommend medical cannabis treatment for their patients, and license medical cannabis pharmacies.
The Utah Medical Cannabis Act (H.B. 3001 Utah Medical Cannabis Act) directs the Utah Department of Health (“UDOH”) to issue medical cannabis cards to patients, register medical providers who wish to recommend medical cannabis treatment for their patients, and license medical cannabis pharmacies.
Telemedicine The Utah Medical Practice Act allows healthcare providers to establish a provider-patient relationship via telemedicine, as long as the standard of care is the same as in-person visits. Healthcare providers providing telehealth and telepsychology telemedicine services to patients in Utah must be licensed to practice in the state.
The risk of federal enforcement and other risks associated with our business are described in the section entitled “Risk Factors.” Telemedicine The Utah Medical Practice Act allows healthcare providers to establish a provider-patient relationship via telemedicine, as long as the standard of care is the same as in-person visits.
Employees and Human Capital We currently have a total of 61 employees, consisting of 23 full-time employees and 38 part-time employees. 9 Government Regulation We are subject to local, state, federal and international laws, statutes, rules, policies, and regulations (collectively “Regulations”) that relate directly or indirectly to our operations. These include health practices, privacy, and data protection regulations.
We are subject to local, state, federal and international laws, statutes, rules, policies, and regulations (collectively “Regulations”) that relate directly or indirectly to our operations.
KindlyMD provides management of, but not limited to, pain, functional medicine, cognitive behavioral therapy, addiction, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy. 3 KindlyMD’s Role in Fighting the Opioid Epidemic The market opportunity and potential for growth in the US for companies addressing the chronic pain market is significant.
We offer both in-person and telemedicine options for patients. Kindly provides management of, but not limited to, pain, functional medicine, cognitive behavioral therapy, addiction, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy. In March 2026, the Company announced that it now intends to exit its legacy healthcare business.
We will also use this flagship location as a training facility for new providers and staff to learn our integrated behavioral medical model. Business Revenue Streams We currently earn revenue through (i) patient care services related to medical evaluation and treatment, (ii) service affiliate agreements, and (iii) product retail sales.
Business Revenue Streams We currently earn revenue through (i) patient care services related to medical evaluation and treatment, (ii) service affiliate agreements, and (iii) product retail sales. Patient Care Services Payments are received from patients directly or reimbursed from Medicare, Medicaid, or commercial insurance contracts.
The Food and Drug Administration has not approved cannabis or cannabis compounds as a safe and effective drug for any other condition. Moreover, under the 2018 Farm Bill or Agriculture Improvement Act of 2018 legalized the regulated production of hemp, which is defined as cannabis with less than 0.3% THC by weight.
The FDA has not approved cannabis or cannabis compounds as a safe and effective drug for any other condition.
We are subject to the Utah Department of Professional Licensing with regard to our Nurse Practitioners, Physicians Assistant, Medical Doctors, Phycologists, and Licensed Clinical Social Workers to maintain licensing. Health Insurance Portability and Accountability Act (HIPAA): HIPAA sets national standards for the security of electronic health care transactions, the privacy of health information, and the conduct of healthcare providers.
We are subject to licensing and other requirements set forth by the Utah Department of Professional Licensing with regard to any Nurse Practitioners, Physician Assistants, Medical Doctors, Psychologists, and Licensed Clinical Social Workers who we engage or employ to act on our behalf.
FDA and Hemp Products: The FDA regulates products containing cannabis or cannabis-derived compounds under the Federal Food, Drug, and Cosmetic Act (FD&C Act). The FDA currently prohibits THC or CBD products from being sold as dietary supplements or in food interstate commerce. Any product marketed with a therapeutic claim must be approved by the FDA before it can be sold.
The FDA regulates products containing hemp, cannabis or derived compounds under the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”).
Removed
We aspire to collect and analyze valuable data on alternative treatments as well as biopsychosocial factors to provide better health outcomes. This results in valuable data for patients, the Company, and the Company’s investors.
Added
ITEM 1. BUSINESS Overview Nakamoto Inc., a Delaware corporation, is a Bitcoin company building a global portfolio of Bitcoin-native companies.
Removed
KindlyMD aims to become a leading source of evidence-based assessment and treatment data in the fight against the opioid epidemic and a leader in redefined value-based care. KindlyMD’s unique value proposition is to provide for a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration along with compliant alternative medicine education and inclusion.
Added
We hold Bitcoin on our balance sheet and, through our ecosystem-wide presence, seek to provide investors with exposure to Bitcoin’s global growth and to leverage our treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. We were formed in 2019 as a patient-first healthcare company redefining value-based care and patient-centered medical services.
Removed
We focus on creating personalized care plans for each patient so they can get back to work and life faster, reduce opioid use, and have high patient satisfaction. The Company’s competitive advantage lies in its ability to overlay this integrated approach to clinics we own or work with.
Added
On August 14, 2025, we acquired a privately held Bitcoin treasury company through a reverse merger and began our transformation into a Bitcoin operating company.
Removed
Our specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. The Company offers both in-person and telemedicine options for patients.
Added
On February 20, 2026, we acquired BTC Inc (“BTC Inc”), the leading provider of Bitcoin-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies, pursuant to separate merger transactions (the “BTC Merger” and “UTXO Merger,” respectively, and, collectively, the “Mergers”).
Removed
According to a November 2024 report from the Centers for Disease Control and Prevention (CDC), approximately 25% of Americans suffer from chronic pain, with nearly 1 in 10 experiencing severe pain that limits daily activities or work. The Journal of Pain estimates the annual economic cost of chronic pain in the U.S. to be as high as $635.0 billion.
Added
The acquisition represents a significant addition to our portfolio and advances our mission to develop an ecosystem of Bitcoin-native companies. Through BTC Inc we will operate one of the largest global media platforms for Bitcoin, which is anchored by the globally recognized Bitcoin Conference.
Removed
In terms of office visits, it is estimated that over 100 million visits to healthcare providers are due to chronic pain each year. With the rise of electronic health records (EHRs), clinics now capture trillions of data points per year. However, very few have the tools or expertise to analyze this information to uncover trends and opportunities for improving care.
Added
UTXO is the first investment in our financial and asset management services division and will bring our shareholders exposure to Bitcoin-native businesses. We also advise Bitcoin-native and adjacent companies on capital formation, transactions and scale.
Removed
According to Grand View Research, the global healthcare analytics sector was valued at USD $53.0 billion in 2024 and is expected to grow at a compound annual growth rate (CAGR) of 21.1%, reaching USD $167.0 billion by 2030. Our specialization in health data may give us a distinct advantage in a rapidly expanding market, further enhancing our growth prospects.
Added
Business Segments As of December 31, 2025, we have two principal business segments: ● Bitcoin Operations: houses our Bitcoin treasury and is utilized to support investments in other Bitcoin related companies. ● Healthcare Operations: provides a patient-focused healthcare experience that provides patients personalized solutions in order to reduce opioid use and improve health outcomes.
Removed
Our data offers distinct value by providing insights that are tailored to emerging fields like integrated behavioral healthcare, which we believe to be underrepresented in traditional healthcare data sources.
Added
Our Businesses Bitcoin Operations A core component of our business strategy is the acquisition and holding of Bitcoin as a treasury reserve asset.
Removed
KindlyMD’s Enterprise Data Management (EDM) model provides a missing link by centralizing and standardizing data from various systems and empowering our clinic networks with actionable insights they can use to enhance patient outcomes.
Added
We believe Bitcoin is an attractive asset because (i) it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy, (ii) due to its fixed supply, Bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value, and (iii) the Bitcoin network provides the infrastructure and opportunity for the development of financial and technological innovations.
Removed
Specifically, our solutions seek to help clinics: ● Reduce the burden of opioid use in the patient population. ● Improve outcomes for patients by integrating psychological and physical function measurement data, allowing clinicians and patients to see the “whole picture” to optimize the value of care they provide and directly improve outcomes for patients.
Added
As of December 31, 2025, we held approximately 5,342 Bitcoin that was valued at $467.5 million, based on the $87,519 price of Bitcoin on December 31, 2025. We expect to continue to accumulate Bitcoin in the future and to pursue strategies to create income streams or otherwise generate funds using our Bitcoin holdings.
Removed
The integration of behavioral health services into the treatment of chronic pain is in the early adoption phase of market development, with an increasing number of healthcare providers recognizing the importance of addressing the psychological factors contributing to chronic pain.
Added
Our Bitcoin operations strategy also includes making minority investments into other Bitcoin-native companies. In 2026, we established a designated trading wallet for an options-writing strategy on a portion of our Bitcoin, that can include selling covered calls and cash-secured puts. Our acquisitions of Bitcoin are conducted through U.S.-based, institutional-grade custodians and reputable third-party exchanges.
Removed
According to Precedence Research, the U.S. behavioral health market was valued at approximately $89.10 billion in 2024 and is projected to reach $165.38 billion by 2034. 4 The addition of tele-behavioral health is a high yield way to quickly penetrate a large existing market of pain clinics seeking ways to improve patient outcomes through the addition of mental health services and reduce liability.
Added
Our process for purchasing Bitcoin involves due diligence on counterparties, execution through regulated exchanges or over-the-counter desks, and careful consideration of transaction costs, including exchange fees, spreads and custody fees. We hold all of our Bitcoin in custody at U.S.-based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security.
Removed
Rising demand for surgeries, increasing awareness, availability of treatment options, and the willingness to seek treatment are expected to complement the growth of the population of patients seeking treatment for pain and/or chronic pain medication use.
Added
The primary counterparty risk we are exposed to with respect to our Bitcoin is performance obligations under the various custody arrangements into which we have entered. 6 Overview of the Bitcoin Industry and Market Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized user nodes.
Removed
The combination of the large and growing chronic pain patient population, the increasing demand for data options, and the growing recognition of the importance of behavioral health in whole-patient treatments creates a significant market opportunity for companies like KindlyMD. The four pillars of KindlyMD are: 1. Listen First.
Added
This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which Bitcoin holdings and all validated transactions that have ever taken place on the Bitcoin network are recorded. Balances of Bitcoin are stored in individual “wallet” functions, which associate network public addresses with one or more “private keys” that control the transfer of Bitcoin.
Removed
KindlyMD identifies mental health issues at the first visit and blends integrated behavioral health services into every patient care plan. 2. Integrate. Each “Integration Team” consists of a prescriber, BHC (Behavioral Health Clinician), and Care Coordinator — we see the “whole picture.” 3. Track the Data.
Added
The Bitcoin blockchain can be updated without any single entity owning or operating the network. The global Bitcoin market has experienced significant expansion in recent years, with the total market capitalization of Bitcoin reaching $1.7 trillion as of December 2025.
Removed
The KindlyMD vision is to become the premier source of healthcare data around integration of mental and physical health treatment for better outcomes. We also track data to integrate an algorithm for alternative medicine into evidence-based healthcare. 4. Understand the Need. KindlyMD understands the need to address physical factors and mental health to end the opioid epidemic.
Added
This growth reflects both the increasing adoption of Bitcoin as a store of value and its emergence as a foundational asset within the broader digital asset ecosystem. We believe the number of people with exposure to Bitcoin continues to rise, and daily transaction volumes regularly exceed billions of dollars, underscoring the asset’s liquidity and global reach.
Removed
KindlyMD Headquarters Our headquarters are located at 5097 S 900 E, Suite 100, Salt Lake City, UT 84117. Our headquarters include 5,321 square feet of clinic and office space in Murray Utah. This offers up to ten exam and consultation rooms to our local clinical capacity.
Added
Creation of New Bitcoin and Limits on Supply The Bitcoin protocol limits the total number of Bitcoins that can be generated over time to 21 million. As of December 31, 2025, approximately 20 million Bitcoins have been generated, further highlighting the asset’s scarcity and long-term value proposition.
Removed
In the future, we hope to add data leasing and sales to these revenue streams. KindlyMD is a licensed healthcare facility performing evaluation and management for non-emergent conditions in a direct care and insurance reimbursed model. We are contracted with most major insurance payers in Utah, covering over 95% of the insured population.
Added
New Bitcoins are created and allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the Bitcoin blockchain. Validated transactions are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the Bitcoin network.
Removed
KindlyMD focuses primarily on three visit types. 1) Patients with pain who are using opioid medications, 2) patients seeking evaluation and management for non-emergent conditions by a licensed prescriber. 3) Behavioral Therapy and guided therapy visits billed through traditional insurance or out of pocket.
Added
Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms. This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining Bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated Bitcoin.
Removed
Patient Care Services Payments are received from patients directly or reimbursed from Medicare, Medicaid, or commercial insurance contracts.
Added
The current reward for miners that successfully validate a block of transactions is 3.125 Bitcoin per mined block. The mining reward is reduced by half, which is referred to as a Bitcoin halving, after every 210,000 blocks are mined. This has historically occurred approximately every four years.
Removed
Service Affiliate Agreements KindlyMD networks with local healthcare clinics to maximize our ability to increase service offerings to more individuals, including overlaying our integrated model of health care into existing clinics.
Added
The most recent Bitcoin halving occurred in April 2024, and the next Bitcoin halving is expected to occur sometime in 2028. Modifications to the Bitcoin Protocol Bitcoin is an open-source network that has no central authority, so no one person can unilaterally make changes to the software that runs the network.
Removed
We work with local healthcare facilities, the providers and administrators at the local Veterans Administration (VA), including those specializing in the evaluation and management of similar conditions as well as organizations focused on specialized procedures, treatments, and behavioral health therapy. These include referrals and cooperation in patient care plans which may include services provided by different clinics.

… 158 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+576 added−160 removed12 unchanged
Biggest changeThe market price of our common stock may fluctuate significantly in response to several factors, most of which we cannot control, including: ● actual or anticipated variations in our periodic operating results; ● increases in market interest rates that lead investors of our common stock to demand a higher investment return; ● changes in earnings estimates; ● changes in market valuations of similar companies; ● actions or announcements by our competitors; ● adverse market reaction to any increased indebtedness we may incur in the future; ● additions or departures of key personnel; ● actions by shareholders; ● speculation in the media, online forums, or investment community; and ● our ability to maintain the listing of our common stock on the Nasdaq.
Biggest changeThe trading price of our Common Stock has fluctuated widely and may continue to fluctuate due to factors largely outside our control, including: variations in operating results; changes in market interest rates, earnings estimates, or market valuations; actions by competitors; market reaction to indebtedness; changes in key personnel; stockholder actions; speculation in media or investment communities; and our ability to maintain Nasdaq listing.
If necessary, we may explore strategic transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or feasible when needed.
If necessary, we may explore strategic transactions that we consider to be in the best interest of our Company and our stockholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or feasible when needed.
The conflict between federal and state laws regarding cannabis creates a complex legal environment, where compliance with state law does not exempt us from federal prosecution. Federal enforcement could disrupt our operations and expose us to substantial legal risk. The ongoing evolution of regulations and their enforcement adds a layer of uncertainty to our business.
The conflict between federal and state laws regarding cannabis creates a complex legal environment, where compliance with state law does not exempt us from federal prosecution. Federal enforcement could disrupt our operations and expose us to substantial legal risk. Similarly, the ongoing evolution of hemp regulations and their enforcement adds a layer of uncertainty to our business.
Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.
Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing stockholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.
ITEM 1A. RISK FACTORS An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks that are described in this section. You should also read the sections entitled “Cautionary Note Regarding Forward-Looking Statements” on page 31 of this filing.
ITEM 1A. RISK FACTORS An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks that are described in this section. You should also read the sections entitled “Cautionary Note Regarding Forward-Looking Statements”.
The risk of malpractice suits is significant in the medical profession. A rise in malpractice suits, or changes in laws related to malpractice, can increase our insurance costs and potentially lead to significant financial payouts.
The risk of malpractice suits or medical liability claims is significant in the medical profession and industry in which we operate. A rise in malpractice suits or medical liability claims, or changes in laws related to malpractice or medical liability, can increase our insurance costs and potentially lead to significant financial payouts.
Some statements in this prospectus, including such statements in the following risk factors, constitute forward-looking statements. The Company operates in an environment that involves many risks and uncertainties. The risks and uncertainties described in this section are not the only risks and uncertainties that we face.
Some statements in this Annual Report on Form 10-K, including such statements in the following risk factors, constitute forward-looking statements. We operate in an environment that involves many risks and uncertainties. The risks and uncertainties described in this section are not the only risks and uncertainties that we face.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 28 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 52
For example, CBD products could be subject to FDA enforcement if they are viewed as unapproved or misbranded drugs under the Food, Drugs and Cosmetic Act. Our business operations in the medical cannabis industry expose us to specific risks.
For example, CBD products could be subject to FDA enforcement if they are viewed as unapproved or misbranded drugs under the FD&C Act or if they are perceived as impersonating the brands of products targeted toward children in a manner likely to confuse consumers. Our business operations in the medical cannabis industry expose us to specific risks.
We cannot predict if investors will find the Common Shares less attractive because we may rely on these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares, and the stock price may be more volatile.
If some investors do, there may be a less active trading market for and more volatile price of our Common Stock. We cannot predict if investors will find our common stock less attractive if we rely on emerging growth company or smaller reporting company exemptions.
We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations.
Exercise or conversion of options, warrants, or convertible securities will result in additional dilution. We do not expect to pay dividends for the foreseeable future. We do not anticipate paying cash dividends to holders of Common Stock in the foreseeable future. We plan to retain any earnings to maintain and expand our operations.
We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. Our operations, although compliant with Utah state law, are still subject to U.S. federal law which classifies cannabis as a Schedule I controlled substance.
We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.
Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.
Investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any return on their investment. If securities analysts do not publish research about us or publish negative evaluations, our Common Stock price and trading volume could decline.
Negative perceptions or stigmatization could affect the demand for our services and impact our reputation. Supply chain regulation and changes could impact our ability to provide consistent products and services to our clients. Further, changes in research findings, particularly those that reflect negatively on cannabis, could impact consumer demand for our products and services.
A change in federal laws, state laws, or local ordinances could significantly impact our operations. Negative perceptions or stigmatization could affect the demand for our services and impact our reputation. Supply chain regulation and changes could impact our ability to provide consistent products and services to our clients.
Any perceived mismanagement of opioid prescriptions could lead to severe legal and reputational ramifications. 23 Like pain clinics, the cannabis industry is highly regulated, and laws can vary greatly between jurisdictions. A change in federal laws, state laws, or local ordinances could significantly impact our operations.
Further, the ongoing opioid crisis has led to an increased scrutiny of pain management clinics, including ours. Any perceived mismanagement of opioid prescriptions could lead to severe legal and reputational ramifications. Like pain clinics, the cannabis industry is highly regulated, and laws can vary greatly between jurisdictions.
While the Company currently has some liability insurance coverage, it does not have broad coverage at high levels. The Company plans to continue to review its liability coverage in order to insure against potential major insurable liabilities. Should uninsured losses occur, shareholders could lose their invested capital.
We plan to continue to review our liability coverage in order to insure against potential major insurable liabilities. Should uninsured losses occur, stockholders could lose their invested capital.
Pain clinics operate in a highly regulated industry. Changes in federal, state, or local laws and regulations can significantly affect our operations and profitability. In particular, changes in healthcare laws, policies, and regulations, including those related to insurance and Medicare/Medicaid reimbursements, may impact our revenue.
Changes within the alternative medicine industry or the healthcare industry, including health care reform legislation, the political landscape or health care spending, may adversely affect our financial performance. Pain clinics operate in a highly regulated industry. Changes in federal, state, or local laws and regulations can significantly affect our operations and profitability.
Changes in how the FDA regulates the approval, sale and marketing of hemp and CBD products can create new risks with respect to the company’s sale of such products. The Cannabis industry also faces societal perceptions and stigma which can impact our market.
Changes in how the FDA regulates the approval, sale and marketing of hemp and CBD products can create new risks with respect to any future sale of such products, as could any parallel changes in Utah’s state-level hemp laws or regulations.
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (2) reduced disclosure obligations regarding executive compensation in this prospectus and periodic reports and proxy statements, and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
As such, we may rely on exemptions from certain disclosure requirements, including not being required to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced executive compensation disclosures, exemptions from nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.
There is always a risk of federal enforcement action, and non-compliance could lead to significant legal penalties, including but not limited to fines, imprisonment, seizure of assets, and prohibition of business operations. The products that we sell, including CBD products, could be subject to enforcement actions by the United States Food and Drug administration (“FDA”).
Our operations, although compliant with Utah state law, are still subject to U.S. federal law which currently still classifies cannabis as a Schedule I controlled substance. There is always a risk of federal enforcement action, and non-compliance could lead to significant legal penalties, including but not limited to fines, imprisonment, seizure of assets, and prohibition of business operations.
If these laws are interpreted in a manner contrary to our interpretation or are reinterpreted or amended, or if new legislation is enacted with respect to healthcare fraud and abuse, illegal remuneration, or similar issues, we may be required to restructure our affected operations to maintain compliance with applicable law.
If these laws are interpreted in a manner contrary to our interpretation, or if new legislation is enacted, we may be required to restructure our operations, which could have a material adverse effect on our business, financial condition, and results of operations.
Risks of Government Action and Regulatory Uncertainty Our use, disclosure, and other processing of personal information, including health information, is subject to the Health Insurance Portability and Accountability Act (HIPAA), and other federal, state, and foreign data privacy and security laws and regulations, and our failure to comply with those laws and regulations or to appropriately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, customer base and revenue.
Our failure to comply with federal and state laws and regulations regarding the handling, dispensing, prescribing and administration of controlled substances could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, customer base and revenue.
Our inability to deal with this growth may have a material adverse effect on our business, financial condition, results of operations and prospects. 13 We will need additional financing in the future, which may not be available when needed or may be costly and dilutive. We will require additional financing to support our working capital needs in the future.
In addition, transfers of assets between our subsidiaries and from our subsidiaries to us may be subject to legal, regulatory, or contractual restrictions. 29 We may need additional financing in the future, which may not be available when needed or may be costly and dilutive. We may require additional financing to support our working capital needs in the future.
We are eligible to be treated as an “emerging growth company” as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Common Shares less attractive to investors. We are an “emerging growth company,” as defined in the JOBS Act.
As an “emerging growth company” and “smaller reporting company,” we may rely on reduced disclosure requirements, which may make our securities less attractive to investors. We are an “emerging growth company” under the JOBS Act and a “smaller reporting company” under SEC rules.
The proper functioning of our own information technology (IT) infrastructure is critical to the efficient operation and management of our business. We may not have the necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely impact our operations.
We may not have the financial resources to update and maintain our IT infrastructure, and any failure could adversely impact operations. In addition, our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place.
Changes to these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could adversely affect our reported financial results. 25 Risks Related to Our Common Stock and Securities We may need additional capital that will dilute the ownership interest of investors. We may require additional capital to fund our future business operations.
Changes to these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could adversely affect our reported financial results. 30 We have incurred significant operating losses and may not achieve or sustain profitability.
The loss or limitation of the services of any of our executives or members of our senior management team, or the inability to attract additional qualified management personnel, could have a material adverse effect on our business, financial condition, results of operations, or independent associate relations.
Any of these outcomes could have a material adverse effect on our business, financial condition, and results of operations. 50 Risks Related to Our Management Team Certain members of our senior management team have limited public company experience, and we are highly dependent on certain key executives whose loss could adversely affect our business.
Violations of HIPAA may result in significant civil and criminal penalties. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases.
As a business associate under HIPAA, we are required to develop and maintain policies and procedures with respect to PHI, including administrative, physical, and technical safeguards. Violations of HIPAA may result in significant civil and criminal penalties, and state attorneys general may file suit on behalf of their residents.
Further, we may be unable to utilize our net operating losses in the event a change in control is determined to have occurred. Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
Any of these factors could result in an effective tax rate significantly different from previous periods and may result in tax obligations in excess of amounts accrued in our financial statements. Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
If physician self-referral laws are interpreted differently or if other legislative restrictions are issued, we could incur significant sanctions and loss of revenues, or we could have to change our arrangements and operations in a way that could have a material adverse effect on our business, prospects, damage to our reputation, results of operations and financial condition.
If our seed capital investments result in significant losses, or if conflicts of interest arising from seed capital arrangements harm our reputation or client relationships, it could have a material adverse effect on our business, financial condition, and results of operations.
We may not be able to successfully identify suitable acquisition and expansion opportunities or integrate such operations successfully with our existing operations. The Company may sustain losses that cannot be recovered through insurance or other preventative measures. There is no assurance that the Company will not incur uninsured liabilities and losses as a result of the conduct of its business.
There is no assurance that we will not incur uninsured liabilities and losses as a result of the conduct of its business. While we currently have some liability insurance coverage, it does not have broad coverage at high levels.
For example, HIPAA establishes a set of national privacy and security standards for the protection PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services, as well as their covered subcontractors.
We collect substantial amounts of personal health information subject to HIPAA and numerous other federal, state, and foreign data privacy and security laws. HIPAA establishes national privacy and security standards for the protection of protected health information (PHI) by covered entities and business associates.
If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our shares of common stock, who may experience dilution of their ownership interest of our shares of Common Stock.
To raise additional capital, we may offer shares of Common Stock or other securities through our ATM Program or other means. Securities we issue may have rights, preferences, or privileges senior to those of existing stockholders. The price per share in future transactions may be higher or lower than existing stockholders paid.
We may become subject to the Anti-Kickback Statute, Stark Law, False Claims Act, Civil Monetary Penalties Law and may be subject to analogous provisions of applicable state laws and could face substantial penalties if we fail to comply with such laws.
Failure to comply with these laws and regulations could lead to adverse action against our clinicians or business, including enforcement actions by federal or state governmental agencies, which could harm our business model and/or clinicians’ relationships and have a negative impact on our business. 47 We may become subject to federal and state healthcare fraud and abuse laws, including the Anti-Kickback Statute, Stark Law, False Claims Act, and Civil Monetary Penalties Law, the No Surprises Act, and could face substantial penalties for non-compliance.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley Act.
As a public company, we are subject to Section 404 of the Sarbanes-Oxley Act and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting.
Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that our existing strategic alliances will continue to achieve, the expected benefits to our business or that we will be able to consummate future strategic alliances on satisfactory terms, if at all.
Announced transactions may be delayed, challenged by regulators, or not completed at all, and there can be no assurance that anticipated benefits will be realized. Litigation related to strategic transactions could result in significant costs, delays, or other adverse impacts on our business, financial condition, and results of operations.
Despite network security measures and other precautions, our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Sustained system failures or interruption of our systems in one or more of its operations could disrupt our ability to conduct our business.
The proper functioning of our information technology infrastructure is critical to the efficient operation of our business. Our IT systems are vulnerable to Security Incidents, viruses, malware, ransomware, physical and electronic break-ins, and similar disruptions.
Removed
Risks Related to Our Business We may be unable to effectively manage future growth. We may be subject to growth-related risks, including capacity constraints and pressure on our internal systems and controls.
Added
Risks Related to Our Bitcoin Strategy and Holdings We are shifting our business strategy from healthcare operations to a Bitcoin company with a Bitcoin treasury, which represents a fundamental change in our risk profile and may not be successful. Prior to 2026, our primary business focus was on healthcare operations, in particular patient-centered holistic pain management medical services.
Removed
Our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. Rapid growth of our business may significantly strain our management, operations and technical resources.
Added
In connection with our merger with Nakamoto Holdings, Inc., we added Bitcoin treasury operations to our business strategy, though our healthcare operations remained our core business.
Removed
If we are successful in obtaining large orders for services, we will be required to deliver large volumes of services to our customers on a timely basis and at a reasonable cost. We may not obtain large-scale orders for our services and if we do, we may not be able to satisfy large-scale requirements on a timely and cost-effective basis.
Added
Then, in early 2026, we changed our name from Kindly MD, Inc. to Nakamoto Inc. to represent the pivot in our corporate strategy to focus on the acquisition and holding of Bitcoin as our primary treasury reserve asset.
Removed
We may incur significant debt to finance our operations. There is no assurance that we will not incur additional debt in the future, that we will have sufficient funds to repay our indebtedness, or that we will not be in default on any of our debt, jeopardizing our business viability.
Added
Following this pivot, we subsequently completed both the BTC Merger and UTXO Merger to support this shift in business strategy, as those companies are also in the Bitcoin ecosystem. Further, the Company now intends to exit its legacy healthcare business.
Removed
Furthermore, we may not be able to borrow or raise additional capital in the future to meet the Company’s needs or to otherwise provide the capital necessary to conduct our business. 14 There may be uncertainty of profitability. Our business strategy may result in meaningful volatility of revenues, losses and/or earnings.
Added
This transition in business strategy and operations involves several risks: ● Abandonment of Established Revenue Streams: By exiting our healthcare business, we are moving away from industry-specific revenue streams that provided a degree of predictability.
Removed
As we will only develop a limited number of business efforts, services and products at a time, our overall success will depend on a limited number of business initiatives, which may cause variability and unsteady profits and losses depending on the products and/or services offered and their market acceptance.
Added
Our future financial performance will now be primarily driven by the market price of Bitcoin, which is notoriously volatile and subject to factors entirely outside our control, and the performance of our Bitcoin-related operations, which may also be positively or negatively impacted by the price of Bitcoin. ● Legacy Liabilities: Despite our pivot, we may be subject to potential “tail” liabilities related to our former healthcare operations, including potential medical malpractice claims, HIPAA data breach liabilities, or clinical trial disputes.
Removed
Our revenues and our profitability may be adversely affected by economic conditions and changes in the market for our products and/or services. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition. Our business may suffer if we are unable to attract or retain talented personnel.
Added
The costs associated with defending or settling these legacy claims could diminish the cash reserves we intend to allocate toward our Bitcoin strategy. ● Investor Base Misalignment: Investors who purchased our stock for exposure to the healthcare sector may sell their shares as a result of this strategy shift, leading to increased downward pressure on our Common Stock price and heightened volatility during the transition period. ● Execution Risk: We may be unable to successfully divest or liquidate our remaining healthcare assets at favorable valuations, which could limit our ability to execute our Bitcoin acquisition targets on our planned timeline.
Removed
Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity, and good faith of Management, as well as other personnel. We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements or additional staff could adversely affect our business.
Added
If we are unable to successfully manage this transition, our financial condition and the market price of our Common Stock could decline significantly, and we may be unable to return to our previous healthcare-focused business model. Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin.
Removed
Our success also depends on the ability of Management to form and maintain key commercial relationships within the marketplace. No assurance can be given that key personnel will continue their association or employment with us or that replacement personnel with comparable skills will be found.
Added
Our Bitcoin strategy exposes us to various risks, including the following: Bitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $61,000 per Bitcoin and above $125,000 per Bitcoin on the Coinbase exchange (a major U.S.-based crypto exchange) (“Coinbase”) in the 12 months preceding the date of this Annual Report on Form 10-K.
Removed
If we are unable to attract and retain key personnel and additional employees, our business may be adversely affected. We do not maintain key-man life insurance on any of our executive employees.
Added
The trading price of Bitcoin significantly decreased during prior periods, and such declines may occur again in the future. For example, the price of Bitcoin declined by approximately 77%, from a high of about $69,000 in November 2021 to approximately $16,000 in November 2022, before increasing by more than 300% to over $65,000 in March 2024.
Removed
Although we have entered into an employment agreement with our Chief Executive Officer, and do not believe our Chief Executive Officer is planning to leave or retire in the near term, we cannot assure you that he will remain with us.
Added
As of October 6, 2025, the price of Bitcoin was approximately $125,000, and as of February 5, 2026, the price of Bitcoin was approximately $60,000.
Removed
The lack of available and cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable to attract and retain qualified executives, and this may result in our inability to further develop our business. Our business depends on attracting independent directors, executives, and senior management to advance our business plans.
Added
These price swings illustrate the substantial fluctuations Bitcoin may experience over short and long time periods, and future performance may differ materially from past results. 17 Bitcoin is a relatively new asset class with a limited history.
Removed
We currently have directors and officer’s insurance to protect our directors, officers, and the company against the possible third-party claims.
Added
Bitcoin is a digital asset that was introduced in 2009 and remains in the early stages of adoption compared to traditional currencies and assets. It lacks a long track record of performance and is subject to rapidly evolving regulatory, technological, and economic conditions. Unlike fiat currencies such as the U.S.
Removed
However, the Company and our executive directors and officers are still susceptible to liability claims arising by third parties, and as a result, we may be unable to attract and retain qualified independent directors and executive management causing the development of our business plans to be impeded as a result. 15 Management of growth will be necessary for us to be competitive.
Added
Dollar or Euro, Bitcoin is not formally recognized legal tender in most jurisdictions and is not supported by any sovereign authority or central bank. This lack of governmental backing could diminish confidence in Bitcoin’s long-term viability and increase volatility and speculative risk. Bitcoin is reliant on relatively new computer technology.
Removed
Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment.
Added
Bitcoin operates through a decentralized, peer-to-peer network of computers using open-source software to verify and record transactions on a public ledger known as the Bitcoin blockchain. The absence of a central governing authority means that Bitcoin is reliant on the continued operation and integrity of this decentralized network.
Removed
Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals. We have no definitive plan for expansion into other states at this time. The failure to enforce and maintain our intellectual property rights could adversely affect the value of the Company.
Added
Bitcoin may be subject to changes in its underlying blockchain protocol, including “hard forks,” which result in divergent versions of the blockchain and potentially new digital assets. There is no assurance that we will be able to claim, access, or benefit from such forks or other developments, and there may be legal, technical, or operational uncertainties associated with them.
Removed
The success of our business will partially depend on our ability to protect our intellectual property. As of the date hereof, we own no patents and one trademark. The unauthorized use of our intellectual property could diminish the value of our business, which would have a material adverse effect on our financial condition and results of operation.
Added
Bitcoin does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our Bitcoin holdings if we sell our Bitcoin or implement strategies to create income streams or otherwise generate cash by using our Bitcoin holdings.
Removed
Changes in laws, regulations, or societal perceptions can affect market conditions and the demand for our products and services. If we expand into other states, we will have to ensure compliance with all of the regulations of those states, which may be different from the laws in the State of Utah.
Added
Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Bitcoin holdings, and any such strategies may subject us to additional risks. Our Bitcoin holdings may significantly impact our financial results and the market price of our listed securities. Our Bitcoin holdings may significantly affect our financial results.
Removed
We have no definitive plans to expand into other states. However, if or when we do choose to expand our operations to other states in the future, we will have to ensure full compliance with the laws of those states, which will necessitate significant investments in legal, operational, and administrative resources.
Added
If we increase our overall holdings of Bitcoin in the future, our Bitcoin holdings may have an even greater impact on our financial results and the market price of our listed securities. Our assets are concentrated in Bitcoin. The vast majority of our assets are concentrated in our Bitcoin holdings.
Removed
Each expansion will come with its own set of unique challenges and potential risks, necessitating a thorough analysis of the specific state regulatory environments. Our business operations and expansion plans are in line with the current interpretation of the regulations in place. However, a change in regulatory interpretation, enforcement or law could adversely affect our operations.
Added
The concentration of our assets in Bitcoin may limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets. We may purchase Bitcoin using proceeds from equity and debt financings or from operations.
Removed
Consequently, the risks inherent in the cannabis industry and our business necessitate careful consideration by potential investors. 16 If we incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer.
Added
Our ability to achieve the objectives of our Bitcoin strategy depends in significant part on the profitability of our operating businesses and our ability to obtain equity and debt financing.
Removed
Our participation adjacent to the medical cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcement actions could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability, and growth prospects.

… 693 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+8 added−0 removed1 unchanged
Biggest changeThird parties also play a role in our cybersecurity. We engage third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.
Biggest changeWe expect to leverage third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges , including periodic reviews of cybersecurity threats and related controls, such as reviews of periodic penetration tests conducted by independent third parties.
In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats.
In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats.
While we have prevented cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows.
While we have experienced cybersecurity incidents in the past in the normal course of business and expect to continue to experience such incidents or threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows.
Risk Management and Strategy As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas: ● Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents. ● Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. ● Technical Safeguards : We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including multifactor authentication, firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas: ● Collaborative Approach: We have implemented and continue to develop a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. ● Technical Safeguards : We deploy and continue to implement technical safeguards that are designed to protect our information systems from cybersecurity threats, including multifactor authentication, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
ITEM 1C. CYBERSECURITY Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our patients, business partners and employees.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy Our Board and senior management recognize the critical importance of maintaining the trust and confidence of our clients, patients, business partners and employees. We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as that term is defined in Item 106(a) of Regulation S-K.
Added
These risks include operational risks, intellectual property or trade secret theft, improper disclosure of confidential information, fraud, extortion, harm to employees or third parties with which we do business, and violation of data privacy or security laws.
Added
In addition, we continue to monitor and assess cybersecurity risks to our business, including risks arising from our third-party service providers, and we may expend additional resources to enhance our cybersecurity risk management program as the threat landscape evolves.
Added
We have processes and continue to develop processes to manage the cybersecurity risks associated with our use of third-party service providers. This includes proactive monitoring of third party’s configurations, risk questionnaires for new technology vendors, and other processes to minimize risks associated with our third-party providers.
Added
Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Board is responsible for the oversight of risks from cybersecurity threats and receives updates from management at least annually, including representatives from our IT, finance, and legal departments regarding matters of cybersecurity.
Added
These updates include existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our board members also engage in ad hoc conversations with management on cybersecurity-related news events and updates to our cybersecurity risk management and strategy programs.
Added
Our day-to-day cybersecurity risk management and strategy processes are overseen by our management team including representatives from our IT, finance, and legal departments. Such individuals have prior work experience in various roles involving IT security, auditing, compliance, data protection, privacy, risk management, systems, and programming.
Added
These individuals are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, our cybersecurity risk management and strategy processes, and report to the audit committee on any appropriate items.
Added
For purposes of Item 1C, a “cybersecurity incident” means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizes the confidentiality, integrity, or availability of our information systems or any information residing therein. 53

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−2 removed0 unchanged
Biggest changeThe lease renewal commenced on September 1, 2023, and is for a term of 12 months. The monthly base rent is $978. In Ogden, Utah at 425 East 5320 South; Suite 205, Ogden, Utah 84405. The lease commenced on December 1, 2024, and is for a term of 86 months. The monthly base rent is $6,211 with scheduled increases.
Biggest changeIn Ogden, Utah at 425 East 5320 South, Suite 205, Ogden, Utah 84405. The lease commenced on December 6, 2024, and is for a term of 86 months. The monthly base rent as of December 31, 2025, is $6,211 with scheduled increases. In Provo, Utah at 222 Draper Lane, Suite 2, Provo, Utah 84601.
ITEM 2. Properties Currently, the Company operates at the following locations: 5097 S 900 E, Suite 100, Salt Lake City, UT 84117. The lease commenced on October 1, 2022, and is for a term of 52 months. The monthly base rent is $6,873 with scheduled increases.
Currently, the Company also conducts its healthcare operations at the following locations: In Murray, Utah at 5097 S 900 E, Suite 100, Murray, UT 84117. The lease commenced on October 1, 2022, and is for a term of 52 months. The monthly base rent as of December 31, 2025, is $7,151 with scheduled increases.
The lease commenced on March 1, 2021, and is for a term of 58 months. The monthly base rent is $400 with scheduled increases.
The lease commenced on March 1, 2021, and is for a term of 58 months. The monthly base rent as of December 31, 2025, is $510. The lease was renewed for another 60 months on January 1, 2026, at a base rate of $560 per month.
Removed
In Millcreek, Utah at 740 E 3900 S, Suite 108 Salt Lake City, Utah 84107. The lease renewal commenced on July 22, 2024, and is for a term of 12 months. The monthly base rent is $2,400. In Ogden, Utah at 2485 Grant Ave, Suite 105 Ogden, Utah 84401.
Added
ITEM 2. Properties Our principal executive offices are located in Nashville, Tennessee, at 300 10th Ave South, Nashville, TN 37203. The lease is on a month-to-month basis and the monthly base rent as of December 31, 2025, is $1,350.
Removed
In Bountiful, Utah at 580 W 100 N, Suite 4 Bountiful, Utah 84010. The lease commenced on June 1, 2021, and is for a term of 48 months. The monthly base rent is $1,152 with scheduled increases. In Provo, Utah at 222 Draper Lane, Suite 2 Provo, Utah 84601.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−0 removed1 unchanged
Biggest changeWe know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest. ITEM 4.
Biggest changeWe know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending material litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
Added
ITEM 4. MINE Safety Disclosure Not Applicable. 54 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−4 removed3 unchanged
Biggest changeIn fiscal year 2024, we repurchased a total of 20,500 shares of our common stock. 31 The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2024: Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2024 - December 31, 2024 20,500 $ 1.08 20,500 $ 477,855 ITEM 6. [Reserved]
Biggest changeThe following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2025: Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) October 1, 2025 – October 31, 2025 - $ - - $ - November 1, 2025 – November 30, 2025 - $ - - $ - December 1, 2025 - December 31, 2025 2,004,305 $ 0.37 2,004,305 $ 9,250,997 (1) The 2025 Share Repurchase Program ended on January 31, 2026.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On October 15, 2024, the members of the Board of Directors of the Company approved the adoption of a Stock Repurchase Program through which the Company may purchase up to $500,000 worth of shares of its common stock from time to time, as market conditions warrant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On December 18, 2025, our Board approved the adoption of a stock repurchase program (the “2025 Repurchase Program”) through which the Company may purchase up to $10 million worth of shares of its Common Stock from time to time, as market conditions warrant.
The number of shareholders of record does not include certain beneficial owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
Holders As of March 23, 2026 there were 690,018,254 shares of Common Stock issued and outstanding and 128 holders of record. The number of shareholders of record does not include certain beneficial owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
The share repurchase program has no time limit, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be amended, suspended or discontinued at any time.
The 2025 Repurchase Program ends January 31, 2026, does not obligate the Company to repurchase any dollar amount or number of shares of Common Stock, and may be amended, suspended or discontinued at any time. In fiscal year 2025, we repurchased a total of 2,011,805 shares of our Common Stock.
Dividend Policy We have not paid dividends during the three most recently completed fiscal years and have no current plans to pay dividends on our Common Stock.
Dividend Policy We have not paid dividends during the two most recently completed fiscal years and have no current plans to pay dividends on our Common Stock. Recent Sales of Unregistered Securities There are no transactions that have not been previously included in a Current Report on Form 8-K.
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our Common Stock and Tradeable Warrants are listed on the Nasdaq Capital Market under the symbols “KDLY” and “KDLYW,” respectively. Holders As of March 17, 2025 there were 6,050,148 shares of Common Stock issued and 6,029,648 outstanding.
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our Common Stock is listed on the Nasdaq Global Market under the symbol “NAKA”. Our tradeable warrants to purchase shares of Common Stock are listed on the OTC Pink Market under the symbol “NAKAW”.
Removed
Recent Sales of Unregistered Securities The Company has claimed exemption from registration under the Securities Act for the sales and issuances of securities in the following transactions under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve a public offering, or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.
Removed
On December 31, 2024, the Company issued shares of its common stock to several of its employees in exchange for services rendered and pursuant to existing, written employment agreements or other compensation agreements.
Removed
These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
Removed
These issuances included the issuance of 2,000 shares to Nicholas Layton, 2,439 shares to Amy Powell, 2,439 shares to Christian Robinson, 2,439 shares to Gary Seelhorst, 13,329 shares to Jeremy Joyal, 17,858 shares to Tim Pickett and 32,258 shares to Wade Rivers LLC.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

5 edited+68 added−95 removed0 unchanged
Biggest changeThe Company has elected to recognize forfeitures as they occur. 34 Recent Accounting Pronouncements For a complete description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on financial condition and results of operations, refer to Note 2, Summary of Significant Accounting Policies , in Notes to Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.
Biggest changeRecent Accounting Developments For a discussion of recently issued accounting developments and their impact on our consolidated financial statements, refer to Note 2—Summary of Significant Accounting Policies in our consolidated financial statements included in this Annual Report on Form 10-K. Emerging Growth Company Status We are an emerging growth company (“EGC”), as defined in the JOBS Act.
Income Taxes Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.
Income Taxes Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. We record a valuation allowance to reduce our net deferred tax asset to the amount that is more likely than not to be realized.
Net cash provided by financing activities was $5,223,646 during the year ended December 31, 2024, compared to $802,491 during the year ended December 31, 2023. The increase in cash provided by financing activities is primarily due to the net proceeds from the issuance of common shares and warrants in connection with our public offering.
During the year ended December 31, 2025, our net cash provided by financing activities was $723.8 million as compared to $5.2 million during the year ended December 31, 2024. The significant increase in cash provided by financing activities was due primarily to the PIPE Financings and proceeds from debt received during the year ended December 31, 2025.
We also discuss our critical accounting estimates with the Audit Committee of the Board of Directors. Note 2, Summary of Significant Accounting Policies , in Notes to Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the financial statements.
For further discussions of the following significant accounting policies and other significant accounting policies, refer to Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements included in this Annual Report on Form 10-K.
The change in net cash from operating activities is primarily due to the net loss increase of $2,000,186 offset by a decrease in prepaid expenses and accounts payable of $421,023. Net cash used in investing activities was $401,631 during the year ended December 31, 2024, compared to $14,420 during the year ended December 31, 2023.
Cash Flows During the year ended December 31, 2025, our net cash used in operating activities was $23.5 million as compared to $3.1 million during the year ended December 31, 2024. The increase in net cash used in operating activities is primarily due to an increase in net loss during the year ended December 31, 2025, as discussed above.
Removed
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The statements contained in the following MD&A and elsewhere throughout this Annual Report on Form 10-K, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S.
Added
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provide information which we believe relevant to an assessment and understanding of our financial condition and results of operations.
Removed
Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
Added
This discussion should be read together with our consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K.
Removed
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made.
Added
All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. See the section of this Annual Report on Form 10-K entitled “Cautionary Note Regarding Forward-Looking Statements” for further information.
Removed
Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.
Added
Presentation of non-GAAP Information We use non-GAAP financial performance measures, such as Adjusted operating loss, to supplement the financial information presented on a GAAP basis. Non-GAAP financial measures are financial measures that are derived from consolidated financial statements, but that are not presented in accordance with GAAP.
Removed
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business.
Added
Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute for such measurements. We use these non-GAAP financial measures and other key metrics internally to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes.
Removed
We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
Added
We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past and future financial performance by excluding certain items that may not be indicative of our business, results of operations, or outlook.
Removed
Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act.
Added
However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental information purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
Removed
The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission.
Added
Company Overview We hold Bitcoin on our balance sheet and, through our ecosystem-wide presence, seek to provide investors with exposure to Bitcoin’s global growth and to leverage our treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media and advisory. Additionally, we operate a healthcare and healthcare data company, focused on holistic pain management.
Removed
We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf.
Added
In 2025, we began our transformation from a healthcare company to a Bitcoin operating company and that transformation continues into 2026. On August 14, 2025, we acquired Nakamoto Holdings, a privately held Bitcoin treasury company through a reverse merger, established a Bitcoin treasury and obtained a call option to purchase BTC Inc, the leading provider of Bitcoin-related media and events.
Removed
For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements.
Added
BTC Inc had a call option to purchase UTXO, an investment firm focused on private and public Bitcoin companies. On February 20, 2026, we acquired BTC Inc and UTXO. The acquisition represents a significant addition to our portfolio and advances our mission to develop an ecosystem of Bitcoin-native companies.
Removed
Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “explore,” “consider,” “anticipate,” “intend,” “could,” “estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements.
Added
The consideration for these acquisitions consisted solely of shares of our Common Stock and assumed options to purchase shares of our Common Stock.
Removed
Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with: ● Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan, ● Our ability to implement our business plan, 32 ● Our ability to generate sufficient cash to survive, ● The degree and nature of our competition, ● The lack of diversification of our business plan, ● The general volatility of the capital markets and the establishment of a market for our shares, and ● Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.
Added
BTC Inc and UTXO securityholders received, on a fully diluted basis, 364,795,104 shares of our Common Stock at a combined value of $81.6 million, net of aggregate strike prices for assumed options, based on our closing price on February 19, 2026. 56 Results of Operations The results of operations for the year ended December 31, 2025, reflect a full year of our legacy healthcare business combined with costs associated with the Nakamoto Merger, changes in the fair value of our newly established Bitcoin treasury, as well as a significant increase in the value of our call option to purchase BTC Inc.
Removed
We are also subject to other risks detailed from time to time in our other filings with Securities and Exchange Commission and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate.
Added
The following tables set forth our summary consolidated results of operations in dollars for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
Removed
Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Added
The results of operations data for the years ended December 31, 2025 and December 31, 2024 have been derived from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Amounts may not foot due to rounding.
Removed
Critical Accounting Estimates Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S.
Added
For the Year Ended December 31, 2025 2024 Revenue $ 1,821,315 $ 2,719,840 Operating expenses: Compensation 11,088,055 3,562,405 General and administrative 11,762,373 1,907,055 Depreciation 82,895 136,606 Other operating expenses 17,582 460,545 Loss on change in fair value of digital assets 166,093,907 - Loss on investments 9,915,745 - Total operating expenses 198,960,557 6,066,611 Operating loss (197,139,242 ) (3,346,771 ) Non-operating income (expense): Other income, net 73,342 161,461 Interest expense (7,060,581 ) (393,448 ) Change in fair value of call option - related party 226,374,000 - Debt restructuring costs (14,722,631 ) (38,889 ) Loss on acquisition of Nakamoto Holdings (59,753,811 ) - Total non-operating income (expense) 144,910,319 (270,876 ) Net loss before provision for income taxes $ (52,228,923 ) $ (3,617,647 ) Loss before income taxes was $52.2 million for the year ended December 31, 2025, compared to a loss before income taxes of $3.6 million for the year ended December 31, 2024.
Removed
Securities and Exchange Commission (“SEC”). the preparation of these financial statements requires management to make assumptions, judgments and estimates that can have a significant impact on the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experiences and on various other assumptions believed to be applicable and reasonable under the circumstances accordingly.
Added
The loss in the year ended December 31, 2025 is impacted by the following significant items: ● Loss on change in fair value of digital assets of $166.1 million primarily reflecting the decline in price of Bitcoin in the fourth quarter of 2025, from $114,078 at September 30, 2025 to $87,519 at December 31, 2025. ● Loss on the acquisition of Nakamoto Holdings of $59.8 million that relates to our acquisition of Nakamoto Holdings on August 14, 2025.
Removed
We have listed below our critical accounting estimates that we believe have the greatest potential impact on our financial statements. historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results. We do not expect the estimates and assumptions to change materially.
Added
See Note 3 – Asset Acquisition to the consolidated financial statements in this Annual Report on Form 10-K for further information. ● Approximately $7.5 million of expenses incurred in 2025 that were primarily associated with transaction-related expenses from our acquisition of Nakamoto Holdings and diligence on our acquisitions of BTC Inc and UTXO that closed on February 20, 2026. ● Increase in fair value of our call option to acquire BTC Inc of $226.4 million that was primarily the result of a decrease in fair value of our Common Stock as of December 31, 2025, compared to the fair value as of August 14, 2025, as well as an increase in fair value of BTC Inc (refer to Non-operating income (expense) section below).
Removed
Revenue Recognition The Company records revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers .” Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Added
Segment Results A discussion of our operating results for our Bitcoin Operations, Healthcare Operations and Other segments is below. Prior to the Nakamoto Merger, we operated a single segment consisting of Healthcare Operations. All operating expenses prior to the Nakamoto Merger are reflected in Healthcare Operations.
Removed
To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied.
Added
Beginning in 2025 after the Nakamoto Merger, we established our Bitcoin Operations segment and began separately tracking other corporate expenses, which are included in Other segment results. 57 A summary of operating results for the year ended December 31, 2025 follows and includes a reconciliation of our Operating loss (GAAP) to Adjusted operating loss (non-GAAP).
Removed
The Company primarily recognizes revenue from: (i) patient care services related to medical evaluation and treatment and (ii) product retail sales, (iii) service affiliate agreements. 33 Revenue from patient care services, which relates to medical evaluation and treatment, is reported at the amount reflecting the consideration to which the Company expects to be entitled in exchange for providing these services.
Added
Our Adjusted operating loss removes the change in fair value of digital assets, loss on investments, transaction-related compensation and transaction-related general and administrative expenses from our operating loss.
Removed
These amounts are due from patients, third-party payors (including Medicare, Medicaid, and commercial insurance payers), and others. The patient is considered the Company’s customer, and a signed patient treatment consent typically constitutes a written contract between the Company and the patient.
Added
For the Year Ended December 31, 2025 Bitcoin Operations Healthcare Operations Other Total Revenue $ - $ 1,821,315 $ - $ 1,821,315 Operating expenses: Compensation 349,098 4,710,456 6,028,501 11,088,055 General and administrative 718,869 4,157,646 6,885,858 11,762,373 Depreciation - 82,895 - 82,895 Other operating expenses - 17,582 - 17,582 Loss (gain) on change in fair value of digital assets 166,225,876 (131,969 ) - 166,093,907 Loss on investments 9,915,745 - - 9,915,745 Total operating expenses 177,209,588 8,836,610 12,914,359 198,960,557 Operating loss (GAAP) $ (177,209,588 ) $ (7,015,295 ) $ (12,914,359 ) $ (197,139,242 ) Adjustments Loss (gain) on change in fair value of digital assets 166,225,876 (131,969 ) - 166,093,907 Loss on investments 9,915,745 - - 9,915,745 Transaction-related compensation 114,583 310,319 2,773,681 3,198,583 Transaction-related general and administrative - 2,110,811 2,219,920 4,330,731 Total adjustments 176,256,204 2,289,161 4,993,601 183,538,966 Adjusted operating loss (non-GAAP) $ (953,384 ) $ (4,726,134 ) $ (7,920,758 ) $ (13,600,276 ) A summary of operating results for the year ended December 31, 2024 is as follows: For the Year Ended December 31, 2024 Bitcoin Operations Healthcare Operations Other Total Revenue $ - $ 2,719,840 $ - $ 2,719,840 Operating expenses: Compensation - 3,562,405 - 3,562,405 General and administrative - 1,907,055 - 1,907,055 Depreciation - 136,606 - 136,606 Other operating expenses - 460,545 - 460,545 Total operating expenses - 6,066,611 - 6,066,611 Operating loss $ - $ (3,346,771 ) $ - $ (3,346,771 ) Bitcoin Operations We launched our Bitcoin Operations strategy with the closing of the Nakamoto Merger on August 14, 2025.
Removed
Patient care services are considered discrete and are initiated and concluded at the patient’s discretion, which occurs each individual appointment.
Added
For the year ended December 31, 2025, we had a loss on the change in fair value of our digital assets of $166.2 million as the price of Bitcoin declined in 2025 from our weighted average purchase price of $118,171 per Bitcoin to $87,519 per Bitcoin at December 31, 2025.
Removed
Generally, the Company satisfies its performance obligations at a point in time, specifically when it has the right to invoice the customer for the work completed, which usually occurs on an interaction basis for the work performed during any given billable interaction. The Company has determined that the underlying nature of the services provided remains consistent across different payor types.
Added
Our loss on investments for the year ended December 31, 2025, was $9.9 million. The loss primarily consisted of a decline in the fair value of our Metaplanet common stock investment of $9.3 million in 2025.
Removed
Consequently, the Company utilizes a portfolio approach to assess price concessions in its contracts with patients. The Company recognizes revenue for patient care services net of price concessions, which include contractual adjustments provided to third-party payors, discounts offered to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions extended to patients.
Added
Healthcare Operations Our revenues were $1.8 million in the year ended December 31, 2025, compared to $2.7 million in the year ended December 31, 2024.
Removed
Implicit price concessions, representing differences between the amount the Company expects to receive from patients and standard billing rates, are accounted for as contractual adjustments or discounts, deducted from gross revenue to calculate net revenues. The Company bases its estimates of contractual adjustments and discounts on contractual agreements, its discount policies, and historical experience.
Added
The $0.9 million decline in revenues, representing a 33% decrease, was primarily attributable to a decrease in cash-pay patient care services and the closing of our Bountiful, Utah location. 58 Our operating expenses for the year ended December 31, 2025 were $8.8 million as compared to $6.1 million for the year ended December 31, 2024, representing a change of 46%.
Removed
Revenue from retail sales is recognized when control of the goods is transferred to the customer. This occurs when the customer can direct the use of, and obtain substantially all benefits from, the Company’s products, generally at the time of shipment or customer pickup.
Added
The $2.8 million increase in 2025 was primarily attributable to $2.4 million expense associated with the Nakamoto Merger. The transaction-related expenses were primarily incurred by us prior to the merger with Nakamoto Holdings and included legal, investment banking and other merger related expenses.
Removed
Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.
Added
General and administrative expenses were $4.2 million for the year ended December 31, 2025, compared to $1.9 million for the year ended December 31, 2024. The increase was primarily due to $2.1 million of legal, investment banking and other expenses related to the Nakamoto merger.
Removed
Revenue from service affiliate agreements is recognized when control of the promised goods or services is transferred to our customers, or when services are rendered to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
Added
Compensation expenses were $4.7 million for the year ended December 31, 2025, compared to $3.6 million for the year ended December 31, 2024. The increase was primarily due to higher stock-based compensation and additional contract labor in support of our operations in medical services, additional support as a public company and transaction-related costs associated with the Nakamoto Merger.
Removed
We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and the collectability of consideration is probable. The company recognizes revenue after the service price has been allocated and when it satisfies the performance obligation.
Added
In March 2026, the Company announced that it now intends to exit its legacy healthcare business. Other Our other segment consists of our corporate overhead. We began separately tracking our corporate overhead upon the Nakamoto Merger on August 14, 2025.
Removed
Usually, there is only a single performance obligation in the sale and service, and therefore the entire transaction price is allocated to the single performance obligation. This typically occurs at a point in time when products and or services are rendered, delivered, or shipped. The transaction price for contracts is set per the contract language.
Added
Compensation for the year ended December 31, 2025, totaled $6.0 million, of which approximately $2.8 million related to the Nakamoto Merger. General and administrative expenses for the year ended December 31, 2025, totaled $6.9 million, of which approximately $2.2 million was related to one-time transaction related expenses.
Removed
The transaction price for services is set by the company for the various service options, less current discounts or coupons offered, where those discounts are set and approved by management from time to time.
Added
The one-time transaction expenses primarily related to the Nakamoto Merger and diligence on our acquisitions of BTC Inc and UTXO that closed February 20, 2026. Non-operating income (expense) Non-operating income for the year ended December 31, 2025, was $144.9 million compared to $0.3 million of non-operating expense for the year ended December 31, 2024.
Removed
Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.
Added
We had the following significant items impacting our non-operating income: ● Increase in fair value of our call option to acquire BTC Inc of $226.4 million that was primarily the result of a decrease in fair value of our Common Stock as of December 31, 2025, compared to the fair value as of August 14, 2025, as well as an increase in fair value of BTC Inc.
Removed
A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
Added
The call option would allow us to purchase BTC Inc by issuing our Common Stock at $1.12 per share compared to $0.35 per share it was trading on December 31, 2025, creating intrinsic value by holding the call option at December 31, 2025. ● Loss on acquisition of Nakamoto Holdings of $59.8 million that relates to our asset acquisition of Nakamoto Holdings on August 14, 2025.
Removed
The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
Added
The loss on acquisition was due to the difference between the fair value of the shares of Common Stock issued for the acquisition and the net liabilities acquired. ● An increase in debt restructuring costs of $14.7 million in 2025 related to fees associated with the restructuring of our debt during the year. ● Increase in interest expense of $6.7 million in 2025 related to higher levels of debt in 2025 compared to 2024.
Removed
Stock-Based Compensation Stock-based awards granted to qualified employees, non-employee directors and consultants are measured at fair value and recognized as an expense in accordance with ASC Topic 718, “ Share-Based Payments. ” For service-based awards, stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.
Added
Provision for income taxes Our benefit from income taxes was $12.8 million for the year ended December 31, 2025, and $0.8 million for the year ended December 31, 2024. The benefit from income taxes was fully offset in both 2025 and 2024 by valuation allowances.
Removed
The fair value of stock options is estimated using a Black-Scholes option valuation model. Restricted stock awards are valued based on the closing stock price on the date of grant (intrinsic value method).
Added
Liquidity and Capital Resources Liquidity Our assets primarily consist of Bitcoin held on our balance sheet, cash and cash equivalents and investments in unconsolidated investees. Our operations have been primarily funded through net proceeds from sales of equity securities as well as through debt we have incurred.
Removed
Results of Operations The following table sets forth key components of our results of operations during the years ended December 31, 2024 and 2023, both in dollars and as a percentage of our revenues.
Added
Our cash requirements consist primarily of the payment of principal and interest on our debt and cash overhead expenses. In December 2025, we entered into the Master Loan Agreement with Kraken for a 210.0 million USDT, 8.0% per annum fixed rate fee loan that matures on December 4, 2026.
Removed
For the Years Ended December 31, 2024 2023 Amount % of Revenues Amount % of Revenues Revenues $ 2,719,840 100.0 % $ 3,768,598 100.0 % Operating Expenses Cost of revenues 82,814 3.0 % 226,166 6.0 % Salaries and wages 3,562,405 131.0 % 3,698,467 98.1 % General and administrative 1,907,055 70.1 % 1,356,048 36.0 % Research and development 377,731 13.9 % 2,500 0.1 % Depreciation 136,606 5.0 % 105,637 2.8 % Total Operating Expenses 6,066,611 223.1 % 5,388,818 143.0 % Loss from operations (3,346,771 ) (123.1 )% (1,620,220 ) (43.0 )% Other income (Expense) Other income 100,410 3.7 % 58,603 1.6 % Interest expense (393,448 ) (14.5 )% (55,844 ) (1.5 )% Loss on extinguishment of debt (38,889 ) (1.4 )% - 0.0 % Loss on change in fair value of derivative liability 61,051 2.2 % - 0.0 % Total Other Income (270,876 ) (10.0 )% 2,759 0.1 % Net loss before income taxes (3,617,647 ) (133.0 )% (1,617,461 ) (42.9 )% Income tax benefit - 0.0 % - 0.0 % Net loss $ (3,617,647 ) (133.0 )% $ (1,617,461 ) (42.9 )% Revenues The Company recognized $114,741 in reimbursements from insurance payers during the three months ended December 31, 2024, representing a 7.7% increase compared to the $106,567 recognized during the three months ended September 30, 2024.

… 88 more changes not shown on this page.