Bitcoin treasury company Nakamoto is preparing to ask shareholders to approve a reverse stock split as it tries to stay listed on Nasdaq. In a preliminary proxy filing dated April 7, the company said its shares were trading near $0.21, about 79% below the exchange’s $1 minimum bid price threshold and nearly 99% below their peak of $34.
Nasdaq rules require listed companies to maintain a closing bid price of at least $1 for 10 consecutive trading days. Nakamoto received a deficiency notice in December 2025 and has until June 8 to regain compliance. If it fails, the stock could be moved to a lower-tier market or eventually delisted.
Reverse split proposed as compliance deadline approaches
The company’s proposed reverse stock split would reduce the number of shares outstanding while increasing the price per share by the same proportion. In a 1-for-20 example, every 20 shares would be consolidated into one. The move does not change the overall value of an investor’s holdings, but it can help a company clear exchange listing thresholds. Investors often view this type of step as a technical fix rather than a solution to deeper business issues.
Nakamoto’s problems extend beyond the share price. Earlier this year, CEO David Bailey used company stock to acquire BTC Inc. and UTXO Management, two businesses he founded. That transaction doubled the company’s outstanding share count and triggered criticism over dilution, adding to pressure on investor confidence.
690 million shares outstanding with room for more issuance
Nakamoto currently has about 690 million shares outstanding. The proposed reverse split would consolidate those shares, but the company plans to leave its authorized share count unchanged at 10 billion. That keeps substantial capacity for future issuance. In its filing, Nakamoto acknowledged that selling additional shares could weigh on the stock price and reduce the value of existing holdings.
Management framed the proposal as a way to preserve flexibility. The filing said approval of the reverse stock split would give the company “additional flexibility” in addressing the minimum bid price requirement.
March BTC sale highlighted operating cash pressure
Liquidity strain has also shown up in the company’s treasury activity. In March, Nakamoto disclosed that it sold 284 BTC to fund operations. The sale pointed to the pressure facing companies that depend heavily on digital asset holdings while their equity valuations weaken.
Even after that sale, Nakamoto still holds a sizable bitcoin reserve. The company reported holdings of about 5,058 BTC, worth roughly $365 million at current prices. For public companies built around a bitcoin treasury strategy, the outcome of Nakamoto’s listing battle may shape what capital options remain available next.