David Bailey's Nakamoto Eyes Reverse Stock Split to Avoid Nasdaq Delisting

Bitcoin treasury firm Nakamoto is seeking shareholder approval for a reverse stock split to meet Nasdaq listing requirements. The move follows a steep share price decline and mounting pressure on its business model.

Key Takeaways

• Nakamoto stock currently trades at $0.21, as the company seeks a reverse stock split before June 8 to meet the Nasdaq $1 rule.
• Recent deals by CEO David Bailey and outstanding 690 million shares have raised dilution fears, amid declining investor confidence.
• Nakamoto sold 284 BTC in March but holds 5,058 BTC, with listing outcome shaping its next strategy.

Bitcoin Treasury Firm Nakamoto Moves to Lift Share Price

Nakamoto, a publicly traded bitcoin treasury firm, is preparing to seek shareholder approval for a reverse stock split as it races to avoid delisting from the Nasdaq.

The company’s shares, trading near $0.21, have fallen well below the exchange’s $1 minimum listing requirement. The stock is down about 79% from that threshold and nearly 99% from its peak of $34, according to a preliminary proxy filing dated April 7.

Nasdaq rules require listed companies to maintain a closing bid price of at least $1 for 10 consecutive trading days. Nakamoto has until June 8 to regain compliance after receiving a deficiency notice in December 2025. Failure to do so could trigger a transfer to a lower-tier market or eventual delisting.

To address the issue, the company is proposing a reverse stock split, a mechanism that reduces the number of outstanding shares while increasing the price per share. For example, in a 1-for-20 split, every 20 shares would be consolidated into one, raising the share price proportionally without changing the overall value of holdings.

While such measures can help companies meet listing standards, they are often viewed by investors as a cosmetic fix that does little to resolve underlying weaknesses.

Nakamoto’s challenges extend beyond its share price. Earlier this year, CEO David Bailey used company stock to acquire BTC Inc. and UTXO Management, two firms he founded. The transaction doubled the number of shares outstanding, diluting existing shareholders and drawing criticism from market observers.

The company has also faced liquidity pressures. In March, Nakamoto disclosed the sale of 284 BTC to fund operations, highlighting the strain on firms that rely heavily on digital asset holdings while their equity valuations decline.

Despite the sale, Nakamoto retains a sizable bitcoin treasury. The company holds approximately 5,058 BTC, valued at around $365 million, according to current prices.

The proposed reverse split would consolidate the company’s roughly 690 million outstanding shares. However, Nakamoto plans to keep its authorized share count unchanged at 10 billion, leaving room for significant future issuance.

That prospect raises the risk of further dilution. The company acknowledged in its filing that issuing additional shares could weigh on its stock price and reduce the value of existing holdings.

Management framed the reverse stock split as a tool to maintain strategic flexibility. “We believe that approval of the reverse stock split proposal would provide the company with additional flexibility to address the minimum bid price requirement,” the filing said.

The situation underscores the growing tension among bitcoin treasury companies. While the strategy offers leveraged exposure to digital assets, it also leaves firms vulnerable when equity markets turn against them. For Nakamoto, the coming weeks may prove decisive in determining whether it can remain listed on a major U.S. exchange.