Nakamoto's stock closed at $0.22 on April 6, below Nasdaq's $1 minimum requirement.
Company has until June 8 to regain compliance or face delisting.
Reverse split would leave billions of shares available for future issuance.
Another Bitcoin treasury is reverting to financial engineering in a bid to save its stock price.
Nakamoto is preparing to ask shareholders to approve a reverse stock split as its shares trade around $0.21 — 79% below the Nasdaq’s minimum listing threshold of $1 and 99% below the company's all-time high share price of $34 — according to a preliminary proxy filing on April 7.
The move comes two months after CEO David Bailey used the same collapsed stock to buy two companies he founded, BTC Inc. and UTXO Management, in a deal that doubled outstanding shares and diluted existing shareholders.
Renowned short seller Jim Chanos dubbed it the “Theater of the Absurd” at the time.
A reverse stock split combines multiple shares into one to artificially boost the stock price. For example, if Nakamoto does a 1-for-20 split, every 20 shares owned becomes one share. If you owned 100 shares at $0.21 that was worth $21 total, then you’d now own five shares at $4.20.
Your ownership percentage stays the same, and your total value stays the same. But the price per share goes up, helping the company meet Nasdaq's $1 minimum.
Reverse stock splits are often seen as a red flag, however, because they’re cosmetic fixes that don’t address underlying problems.
Indeed, Nakamoto has been struggling. In March, the company disclosed it sold 284 Bitcoin to fund operations, in what one analyst described as the “acute stress” facing Bitcoin treasury companies whose stocks have collapsed.
The company still holds 5,058 Bitcoin worth around $364 million, according to BitcoinTreasuries.net.
Nakamoto and David Bailey did not immediately reply to a request for comment from DL News.
Nasdaq pressure
Nakamoto received a deficiency notice from Nasdaq on December 10, 2025, after its stock fell below $1 for 30 consecutive business days.
Now the company has until June 8 to regain compliance, which means the stock must close at or above $1 for at least 10 consecutive days.
If it fails, Nasdaq could grant an additional 180-day extension by transferring the stock to the Nasdaq Capital Market. But if that fails too, the stock faces delisting.
"We believe that approval of the reverse stock split proposal would provide the company with additional flexibility to address the minimum bid price requirement if necessary," the company wrote in the filing.
The dilution problem
Even after the reverse split consolidates Nakamoto’s roughly 690 million outstanding shares, the company plans to keep its authorised share count unchanged at 10 billion.
That would leave billions of shares available for future issuance, which could spell dilution for existing shareholders.
Nakamoto’s filing acknowledges the risk. "The issuance of additional shares would be dilutive to our existing stockholders and may cause a decline in the trading price of our Common Stock," it read.
Pedro Solimano is a markets correspondent with DL News. Got a tip? Email him at psolimano@dlnews.com.
