Nakamoto Inc. has entered into a Second Addendum to its Warrant Agent Agreement and a new Amended and Restated Warrant Agent Agreement with Odyssey Transfer and Trust Company, a Minnesota corporation, effective October 1, 2026. This change replaces VStock Transfer, LLC as the company's warrant agent and transfer agent.
Pursuant to the agreements, VStock has been removed as warrant agent and is required to transfer all books, records, files, and data relating to the company's outstanding tradeable and non-tradeable warrants to Odyssey. Additionally, VStock must deliver any funds or entitlements held under the previous agreement to Odyssey or the company, and cooperate to ensure an orderly transition of duties.
The new Amended and Restated Warrant Agent Agreement amends the original agreement dated June 3, 2024. Key changes include the appointment of Odyssey as the successor warrant agent, effective October 1, 2026, which does not assume any liabilities from VStock. The agreement reflects the company's conversion to a Delaware corporation and its 1-for-40 reverse stock split of common stock, effective May 22, 2026. It also updates the registration covenant to cover the company's Form S-3 registration statement (File No. 333-294958), declared effective on April 24, 2026.
The agreement confirms that as of October 1, 2026, all outstanding warrants are held in book-entry form through The Depository Trust Company and are evidenced by global certificates. The notice provisions have been updated to reflect current addresses, and the document includes new defined terms such as "Bid Price" and "Initial Exercise Date." The company has filed updated forms of tradeable and non-tradeable warrants as Exhibits 4.1 and 4.2 to the report.
The filing states that all rights, liabilities, and obligations that accrued under the original agreement prior to October 1, 2026, survive. The outstanding warrants remain governed by the new agreement, and the economic terms of the warrants, including the exercise price, number of shares, and expiration date of June 3, 2029, remain unchanged, except as permitted by the reverse stock split.
