{"url_path":"/sec/nakaw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1946573/0001493152-26-022777-index.html","accession_number":"0001493152-26-022777","cik":"0001946573","ticker":"NAKA","issuer_name":"Nakamoto Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1946573/0001493152-26-022777-index.html","primary_entity_key":"0001946573","primary_entity_name":"Nakamoto Inc."},"word_count":373,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS**\n\n** **\n\nInformation\nregarding our risk factors appears in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. The risks described\nin our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem\nimmaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially\nand adversely affect the trading price of shares of our Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have\nbeen no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K.\n\n \n\n**ITEM** **2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n** **\n\n**Recent\nSales of Unregistered Securities**\n\n** **\n\nThere\nare no transactions that have not been previously included in a Current Report on Form 8-K.\n\n \n\n**Purchases\nof Equity Securities by the Issuer and Affiliated Purchasers**\n\n \n\nOn December 18, 2025, our Board approved the adoption\nof a stock repurchase program (the “2025 Repurchase Program”), which ended on January 31, 2026. Under the 2025 Repurchase\nProgram, the Company could purchase up to $10 million worth of shares of its Common Stock, from time to time in the open market, in privately\nnegotiated transactions, pursuant to a Rule 10b5-1 trading plan or otherwise in accordance with applicable securities laws and other requirements.\nThe 2025 Repurchase Program did not obligate the Company to repurchase any dollar amount or number of shares of Common Stock. We repurchased\na total of 2,332,206 shares of our Common Stock under the 2025 Repurchase Program for $0.9 million.\n\n \n\nThe\nfollowing table presents details of our share repurchase transactions during the first three months of 2026:\n\n \n\nPeriod \n\n**Total Number**\n\n**of Shares**\n\n**Repurchased**\n  \n\n**Average Price**\n\n**Paid Per Share**\n  \n\n**Total Number**\n\n**of Shares**\n\n**Purchased as**\n\n**Part of Publicly**\n\n**Announced**\n\n**Program**\n  \n\n**Approximate**\n\n**Dollar Value of**\n\n**Shares that**\n\n**May Yet Be**\n\n**Purchased**\n\n**Under the**\n\n**Program (1)**\n \n\nJanuary 1, 2026 – January 31, 2026 \n 327,901  \n$0.37  \n 327,901  \n$- \n\nFebruary 1, 2026 – February 28, 2026 \n -  \n$-  \n -  \n$- \n\nMarch 1, 2026 - March 31, 2026 \n -  \n$-  \n -  \n$- \n\n \n\n \n(1)\nThe 2025 Share Repurchase\nProgram ended on January 31, 2026."}