Bitcoin treasury company Nakamoto is moving to secure shareholder approval for a reverse stock split as it tries to avoid losing its Nasdaq listing. The proposal comes after a sharp collapse in the company’s share price, which is currently trading at about $0.21, far below Nasdaq’s $1 minimum bid requirement for listed companies.
According to a preliminary proxy filing dated April 7, Nakamoto’s stock has fallen roughly 79% below the exchange threshold and is down nearly 99% from its peak of $34. The company has until June 8 to regain compliance after receiving a deficiency notice from Nasdaq in December 2025. If it fails to do so, the stock could be moved to a lower-tier market or face eventual delisting.
Reverse Split Proposed to Regain Compliance
A reverse stock split is designed to reduce the number of shares outstanding while proportionally increasing the price per share. In a hypothetical 1-for-20 reverse split, every 20 existing shares would be consolidated into one, lifting the stock price without changing the overall value of an investor’s position.
For Nakamoto, the measure is aimed squarely at satisfying Nasdaq’s listing rules, which require a company to maintain a closing bid price of at least $1 for 10 consecutive trading days. Management said in its filing that approval of the reverse split would give the company added flexibility in dealing with the minimum bid price issue.
Still, reverse splits are often viewed skeptically by the market. While they can help a company remain listed, they are frequently seen as a cosmetic fix rather than a solution to deeper operational or strategic weaknesses. In Nakamoto’s case, the stock-price problem is only part of a broader set of pressures facing the business.
Dilution Fears Deepen After All-Stock Deals
Investor concerns have also been fueled by recent corporate actions led by CEO David Bailey. Earlier this year, Bailey used company stock to acquire BTC Inc. and UTXO Management, two firms he founded. The transactions significantly expanded Nakamoto’s equity base and drew criticism from observers worried about dilution.
The company now has roughly 690 million shares outstanding. Although the reverse split would consolidate those shares, Nakamoto plans to keep its authorized share count unchanged at 10 billion. That structure leaves substantial room for future share issuance, a point that has heightened concern among existing investors.
Nakamoto acknowledged in its filing that additional stock issuances could pressure the share price further and reduce the value of current shareholders’ holdings. In other words, even if the company regains compliance through a reverse split, investors may remain focused on whether the capital structure could continue to dilute their ownership over time.
Bitcoin Holdings Remain Large, but Liquidity Pressures Are Visible
The company’s core strategy centers on holding bitcoin on its balance sheet, offering public-market investors exposure to a bitcoin treasury model. But that strategy can become difficult to sustain when equity valuations fall and funding flexibility narrows.
In March, Nakamoto disclosed that it sold 284 BTC to support operations, highlighting the liquidity strain that can emerge when a crypto-linked company’s stock weakens. The sale signaled that even firms with sizeable digital asset reserves may need to monetize holdings if market conditions tighten.
Despite that sale, Nakamoto still holds about 5,058 BTC, which the report values at approximately $365 million based on current market prices. That remains a substantial treasury, but it also underlines the balancing act the company faces: preserving bitcoin exposure while managing operating needs, investor expectations, and exchange compliance requirements.
A Test Case for Bitcoin Treasury Companies
Nakamoto’s situation reflects a wider tension in the bitcoin treasury company model. These firms can attract investors seeking leveraged exposure to bitcoin through public equities, but they also become highly vulnerable when stock-market sentiment deteriorates. Falling share prices can make capital raising more expensive, amplify dilution concerns, and force management into defensive actions such as reverse splits or asset sales.
For Nakamoto, the coming weeks are likely to be critical. Shareholders will weigh whether the reverse split is a necessary step to preserve the listing or a sign of deeper structural weakness. At the same time, the company must convince the market that its broader strategy can withstand both public-equity pressure and the operational demands of maintaining a bitcoin-heavy balance sheet.
If the reverse split wins approval and the company restores compliance, Nakamoto may buy itself time to stabilize. If not, the risk of a downgrade from Nasdaq or eventual delisting could reshape its next strategic moves. Either way, the company’s path forward is now closely tied not just to bitcoin prices, but also to investor confidence in how it manages dilution, liquidity, and public-market credibility.