DEF 14A of Nakamoto Inc., Nov 3, 2025

DEF 14A of Nakamoto Inc.

Filed Nov 3, 2025 · FY20240001213900-25-105225

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF TWO CLASS I DIRECTORS

    PROPOSAL NO. 1: ELECTION OF TWO CLASS I DIRECTORS OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” WITH RESPECT TO THE ELECTION OF THE TWO CLASS I DIRECTOR NOMINEES LISTED BELOW.

  2. DIRECTORS AND NOMINEES

    DIRECTORS AND NOMINEES The following table and biographical information that follows provide certain information about Ms. Perianne Boring, as well as our other continuing directors. Such information is current as of October 30, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such individual should be nominated to serve on our Board of Directors in light of our business, and that each director offers significant individual attributes and contributions important to our Board’s overall composition and functioning. There is no family relationship between any of our executive officers, directors, or director nominees. Each of our directors, except Mr. Tim Pickett, has served as a director since August 14, 2025. Mr. Tim Pickett has served as a director since 2019.

  3. DIRECTORS AND NOMINEES

    | Name | Age | Position | | David Bailey | 35 | Chief Executive Officer and Chairman of the Board | | Charles P. Blackburn | 45 | Director | | Perianne Boring | 37 | Director | | Tim Pickett | 48 | Chief Medical Officer and Director | | Greg Xethalis | 48 | Director | | Mark W. Yusko | 62 | Director |

  4. Nominee for Election to the Board of Directors (Class I Nominees)

    Nominee for Election to the Board of Directors (Class I Nominees) Perianne Boring has served on our Board of Directors since August 14, 2025. She is a Partner at Off the Chain Capital, an investment firm focused on blockchain and digital asset opportunities. Ms. Boring is the Founder and former Chief Executive Officer of The Digital Chamber, a 501(c)(6) trade association representing the blockchain industry, where she served from May 2014 to May 2025 and now chairs the Board of Directors. Ms. Boring holds a Bachelor’s degree in Economics from the University of Florida. We believe Ms. Boring is qualified to serve as a member of our Board due to her decade of leadership and operational experience in the Bitcoin and digital asset industries. Greg Xethalis has served as a member of our Board since August 14, 2025. Mr. Xethalis brings two decades of experience as a corporate and regulatory attorney, including through his role as General Counsel of SEC-registered investment advisor Multicoin Capital Management, LLC since 2021, and his 12 years as an attorney in the Bitcoin and digital assets spaces. Prior to joining Multicoin Capital Management, Mr. Xethalis was a partner in the investment management and fintech practices at Chapman and Cutler LLP from May 2019 to July 2021. Mr. Xethalis has served as a director of the Blockchain Association, Inc. since January 2025, as a director of the DeFi Education Foundation since May 2024, and as a Senior Lecturing Fellow for Duke University School of Law, where he teaches FinTech and Blockchain Law and Policy, since January 2022. Mr. Xethalis holds a Juris Doctor from Fordham University School of Law and a Bachelor’s degree in American Studies from Vanderbilt University. We believe Mr. Xethalis is qualified to serve as a member of our Board due to his experience as a corporate and regulatory lawyer in the Bitcoin industry.

  5. Continuing Directors — Class II Directors

    Continuing Directors — Class II Directors Charles P. Blackburn has served on our Board of Directors since August 14, 2025. Since 2014, Mr. Blackburn has been an investor partner at NueCura Partners, a Nashville-based angel investment firm focused on early-stage healthcare companies. Since November 2019, he has been a director at Cherry Bekaert Advisory, a national accounting firm. Mr. Blackburn sits on the Advisory Board at Spintel, a music-focused technology company where he has served as an advisor since May 2022, and at Monarrch, an AI company focused on royalties, where he has been an advisor since March 2025. Mr. Blackburn holds a Bachelor’s degree in Management Information Systems from the University of Mississippi and a Master’s in Business Administration from Western Governors University. We believe Mr. Blackburn is qualified to serve as a member of our Board due to his financial expertise and experience in capital formation and corporate development. Tim Pickett, MPAS-C, has served as a member of our Board since he founded the Company in 2019. He is also our Chief Medical Officer and prior to August 2025 served as the chief executive officer of the Company since 2019. He graduated from the University of Utah with a Master’s Degree in Physician Assistant Studies (2014). Mr. Pickett previously worked in General Surgery, Trauma, and Emergency Medicine for Steward Medical Group’s Physician Group of Utah (PGU) from 2014 to October 2020. His experience in surgery and critical care shaped his view of the opioid crisis. Mr. Pickett lobbies governments for improved legislation for non-opioid medicine access and is an advocate for the practical use of safe, evidence-based alternatives, in medical treatment. His experience in successfully taking Kindly MD, Inc. public and leading the merger with Nakamoto brings invaluable institutional memory and a deep understanding of public company operations. We believe Mr. Pickett is qualified to serve as a member of our Board due to his experience as chief executive officer of a public company and in complex healthcare operations.

  6. Continuing Directors — Class II Directors

    Continuing Directors — Class II Directors David Bailey has served as our Chief Executive Officer and Chairman of the Board since August 14, 2025. Mr. Bailey brings over a decade of experience in finance and entrepreneurship, currently serving as chief executive officer and Co-Founder of BTC Inc. (“BTC”) and as a General Partner at UTXO Management LLC. He also holds board positions at Moon Inc (HK Asia Holdings Limited), the Bitcoin Policy Institute, and BTC. Mr. Bailey holds a Bachelor of Arts in Finance and Entrepreneurship from the University of Alabama Honors College. We believe Mr. Bailey is qualified to serve as a member of our Board due to his extensive experience in the Bitcoin and media industries. Mark Yusko has served as a member of our Board since August 14, 2025. He brings over two decades of experience in providing investment management services to institutional and qualifying clients, including through his roles as Chief Executive Officer, Chief Investment Officer and Managing Partner of Morgan Creek Capital Management, LLC, an SEC-registered investment adviser, roles he has held since July 2004. Mr. Yusko holds a Master of Business Administration from the University of Chicago, and a Bachelor of Science from the University of Notre Dame. We believe Mr. Yusko is qualified to serve as a member of our Board due to his extensive experience in the financial industry and past senior leadership roles.

  7. Summary Compensation Table

    Summary Compensation Table The table below sets forth, for our last two fiscal years, the compensation of our officers.

  8. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Stock Options ($) | All Other Compensation ($) | Total ($) | | Timothy Pickett, CEO(a)(b) | 2024 | $214,134 | $100,208 | $62,144(c) | $92,497(d) | $136,315 | 605,299 | | | 2023 | $127,500 | $— | $175,922 | $— | $61,101 | 364,523 | | Adam Cox, COO(e) | 2024 | $186,519 | $23,750 | $9,450(c) | $13,305(d) | $8,286 | 241,310 | | | 2023 | $119,994 | $— | $133,250 | $— | $— | 253,244 | | Jared Barrera, CFO(f) | 2024 | $177,404 | $5,375 | $— | $17,924(d) | $— | 200,703 | | | 2023 | $119,154 | $— | $26,990 | $— | $— | 146,144 |

  9. Summary Compensation Table

    ____________ (a) Mr. Pickett was Appointed as Chief Executive Officer on December 19, 2019. (b) The amount included in “All Other Compensation” include compensation paid to Wade Rivers, LLC, an entity that is beneficially owned by The Wade Rivers Trust, for which Mr. Pickett serves as an investment trustee. In 2024, Wade Rivers, LLC received $136,315 in other compensation and consulting services, $40,000 in stock awards, and $38,966 in stock options. In 2023, Wade Rivers, LLC received $61,101 in other compensation and consulting services and $99,912 in stock awards. (c) The stock awards to purchase shares of our Company common stock were fully vested as of the grant date. (d) The stock options to purchase shares of our Common stock are subject to vesting schedules that range from full vesting as of the grant date to vesting in equal monthly installments over a 36 month period. (e) Mr. Cox was appointed as the COO of the Company on October 6, 2022. Prior to his appointment, Mr. Cox served as a consultant for the Company from May 1, 2022 to October 6, 2022. The amounts included in this table include all amounts earned by Mr. Cox in 2022 for both roles in which he served. (f) Mr. Barrera was appointed as the CFO of the Company on September 28, 2022. The Company has health insurance benefits for our employees, including our executive officers. The Company does not have pension, annuity, profit sharing or similar benefit plans at this time, but the Post-Merger Board may decide to enact such plans in the future.

  10. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards for our 2024 NEOs as of the fiscal year ended December 31, 2024.

  11. Outstanding Equity Awards at Fiscal Year End

    | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Timothy Pickett, CEO | 12/31/24(1) | 3,342 | — | $1.36 | 12/31/29 | | | 09/30/24(2) | 1,577 | 3,472 | $3.00 | 09/30/29 | | | 09/30/24(2) | 871 | 1,916 | $3.00 | 09/30/29 | | | 09/30/24(3) | 10,000 | — | $5.50 | 09/30/29 | | | 07/31/24(4) | 10,562 | 15,438 | $1.90 | 07/31/29 | | | 07/31/24(4) | 12,187 | 17,813 | $1.90 | 07/31/29 | | | 01/02/24(6) | 215 | — | $5.50 | 01/02/29 | | Adam Cox, COO | 09/30/24(2) | 3,219 | 7,080 | $3.00 | 09/30/34 | | | 09/30/24(3) | 5,790 | — | $5.50 | 09/30/34 | | | 01/02/24(6) | 215 | — | $5.50 | 01/02/34 | | Jared Barrera, CFO | 09/30/24(2) | 2,289 | 5,035 | $3.00 | 09/30/34 | | | 09/30/24(3) | 5,608 | — | $5.50 | 09/30/34 | | | 07/31/24(5) | 5,000 | — | $1.72 | 07/31/34 | | | 01/02/24(6) | 215 | — | $5.50 | 01/02/34 |

  12. Outstanding Equity Awards at Fiscal Year End

    ____________ (1) For each option grant, the awards granted to Mr. Pickett were fully vested. (2) For each option grant, the awards granted to Messrs. Pickett, Cox, Barrera, and Wade Rivers, LLC will time-vest over a three-year period in equal monthly installments, subject to continued employment with the Company through each applicable vesting date. (3) For each option grant, the awards granted to Messrs. Pickett, Cox, and Barrera were fully vested. (4) For each option grant, the awards granted to Mr. Pickett and Wade Rivers, LLC will time-vest over a two-year period in equal monthly installments, subject to continued employment with the Company through each applicable vesting date. (5) For each option grant, the awards granted to Mr. Barrera were fully vested. (6) For each option grant, the awards granted to Messrs. Pickett, Cox and Barrera will time-vest over a six-month period, with no vesting during the first six months following the grant date (the “cliff period”), and thereafter one hundred percent (100%) of the award will vest upon completion of the cliff period.

  13. Non-Executive Director Compensation

    Non-Executive Director Compensation Our directors play a critical role in guiding our strategic direction and overseeing the management of our Company. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors. The many responsibilities and risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our directors’ continued performance by paying compensation commensurate with our directors’ workload. Our directors are compensated based upon their respective levels of Board participation and responsibilities, including service on Board committees. Our director compensation is overseen by the Compensation Committee, which makes recommendations to our Board on the appropriate structure for our director compensation program and the appropriate amount of compensation. Our Board is responsible for final approval of our director compensation program and the compensation paid to our directors. Each non-employee director receives an annual cash retainer of $12,000, annual awards of restricted stock of the Company in an amount equal to $12,000, and annual awards of stock options equal to $12,000. Each of Ms. Powell’s and Messrs. Robinson’s and Seelhorst’s director agree was subsequently amended, as of May 12, 2025, to (i) grant an additional 2,000 stock options, subject to vesting conditions; (ii) provide that all currently outstanding stock options granted by the Company to each non-employee director remain exercisable for one year following their last day of service to the Company, subject to the terms of the 2022 Equity Incentive Plan and any related award agreements; and (iii) affirmatively waive any right to any future equity or equity-based interests in the Company, Nakamoto, or any of their respective subsidiaries or affiliates. Following the closing of the merger on August 14, 2025, the newly constituted Board (the “Post-Merger Board”) adopted a director compensation program under which each non-employee director receives an annual cash retainer of $100,000, with additional retainers of $25,000 for service as chair of the Audit Committee, the Compensation Committee and the Governance Committee. The members of the Post-Merger Board are also eligible to receive annual equity awards valued at $150,000, granted in the form of restricted stock units that vest on the first anniversary of the grant date, subject to continued service. As this Proxy Statement relates to fiscal year 2024, we discuss the compensation that Kindly MD paid to the 2024 NEOs and 2024 Non-Executive Directors. The director compensation adopted in connection with the Closing will be reflected in the Summary Compensation Table included in the annual proxy statement for the fiscal year ending December 31, 2025. Annual Cash Retainers. No additional meeting fees were paid to our directors for fiscal year 2024. Reimbursement. Our directors are entitled to reimbursement for their reasonable travel and lodging expenses for attending Board and Board committee meetings.

  14. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation earned and paid to each member of our Board for service as a director during the fiscal year ended 2024:

  15. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Amy Powell | $15,500 | $3,903 | $1,145 | $— | $20,548 | | Christian Robinson | $10,500 | $3,903 | $1,145 | $— | $15,548 | | Gary Seelhorst | $10,500 | $3,903 | $1,145 | $— | $15,548 |

  16. Director Compensation Table

    ____________ (1) The amounts represented in this table are prorated amounts for a partial year. These amounts represent the grant date fair value of time-based restricted stock unit awards granted by the Board, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see “Note 10 — Stockholders’ Equity” of our notes to financial statements in our Annual Report on Form 10-K. (2) For each grant of restricted stock, the awards granted to Ms. Powell and Messrs. Robinson and Seelhorst were fully vested. (3) For each option grant, the awards granted to Ms. Powell and Messrs. Robinson and Seelhorst were fully vested.