Kindly MD, Inc. Files 8-K: Acquisition, New Debt, Control Change

TL;DR

Kindly MD's 8-K is out - acquisition done, new debt, control shifted, and they might be delisted. Big changes ahead.

AI Summary

Kindly MD, Inc. announced on August 15, 2025, the completion of an acquisition, the entry into a material definitive agreement, and the creation of a direct financial obligation. The company also disclosed changes in control and other events, including potential delisting or failure to meet listing standards. Specific details regarding the acquisition, agreement, and financial obligations were not provided in this summary.

Why It Matters

This 8-K filing indicates significant corporate actions including an acquisition and potential financial distress or restructuring, which could impact the company's future operations and stock value.

Risk Assessment

Risk Level: high — The filing mentions potential delisting or failure to meet listing standards, alongside changes in control and new financial obligations, indicating significant operational and financial risks.

Key Players & Entities

• Kindly MD, Inc. (company) — Filer of the 8-K
• 0001946573 (company) — Central Index Key for Kindly MD, Inc.
• 843829824 (company) — Employer Identification Number for Kindly MD, Inc.
• 001-42103 (company) — SEC File Number for Kindly MD, Inc.

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 NAKA The Nasdaq Stock Market LLC
• $25 million — sult in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Sto
• $4.5 m — es, with such EBITDA to equal or exceed $4.5 million, divided by the PIPE Price Per Sh
• $200.0 million — ure ") in aggregate principal amount of $200.0 million (the " Principal Amount ") in exchange
• $400 million — Bitcoin having a value of not less the $400 million within 10 Business Days following the f
• $2.80 — reon, at an initial conversion price of $2.80 (the " Fixed Price "), which is subject
• $2.00 — S-3, on the Closing Date, subject to a $2.00 floor price (the " Convertible Shares "
• $4.50 — ommon Stock is equal to or greater than $4.50 and it provides the Investor at least t
• $0.01 — ares of Class A common stock, par value $0.01 per share of Nakamoto (" Merger Partner
• $1.12 — PIPE Shares ") at a price per share of $1.12 and 5,682,586 PIPE Shares at a price pe
• $5 — 586 PIPE Shares at a price per share of $5.00, and 133,800,773 pre-funded warrants
• $540.0 million — rs, and gross proceeds of approximately $540.0 million (collectively, the " PIPE Financings ")
• $100,000 — is and Mr. Yusko will receive an annual $100,000 cash fee, an additional cash fee of $25
• $25,000 — 000 cash fee, an additional cash fee of $25,000 for service as a committee Chair and el
• $150,000 — ant of restricted stock units valued at $150,000; an annual $100,000 cash fee, an additi

Filing Documents

• ea0252980-8k_kindly.htm (8-K) — 167KB
• ea025298001ex4-1_kindly.htm (EX-4.1) — 136KB
• ea025298001ex10-1_kindly.htm (EX-10.1) — 128KB
• ea025298001ex10-2_kindly.htm (EX-10.2) — 51KB
• ea025298001ex10-4_kindly.htm (EX-10.4) — 217KB
• ea025298001ex10-6_kindly.htm (EX-10.6) — 85KB
• ea025298001ex10-7_kindly.htm (EX-10.7) — 51KB
• ea025298001ex10-11_kindly.htm (EX-10.11) — 96KB
• ea025298001ex10-12_kindly.htm (EX-10.12) — 56KB
• ea025298001ex10-13_kindly.htm (EX-10.13) — 22KB
• ea025298001ex10-14_kindly.htm (EX-10.14) — 15KB
• ea025298001ex10-15_kindly.htm (EX-10.15) — 88KB
• ea025298001ex10-16_kindly.htm (EX-10.16) — 110KB
• ea025298001ex10-17_kindly.htm (EX-10.17) — 90KB
• ea025298001ex10-18_kindly.htm (EX-10.18) — 85KB
• ea025298001ex14-1_kindly.htm (EX-14.1) — 37KB
• ea025298001ex19-1_kindly.htm (EX-19.1) — 103KB
• ea025298001ex99-1_kindly.htm (EX-99.1) — 24KB
• ea025298001ex99-2_kindly.htm (EX-99.2) — 11KB
• ea025298001ex99-3_kindly.htm (EX-99.3) — 137KB
• ea025298001ex99-4_kindly.htm (EX-99.4) — 30KB
• ea025298001ex99-5_kindly.htm (EX-99.5) — 14KB
• ex10-15_001.jpg (GRAPHIC) — 16KB
• 0001213900-25-077579.txt ( ) — 2399KB
• naka-20250811.xsd (EX-101.SCH) — 3KB
• naka-20250811_def.xml (EX-101.DEF) — 26KB
• naka-20250811_lab.xml (EX-101.LAB) — 35KB
• naka-20250811_pre.xml (EX-101.PRE) — 24KB
• ea0252980-8k_kindly_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Registration Rights Agreement On the Closing Date, the Company entered into that certain Registration Rights Agreement (the " RRA ") with the stockholders of Nakamoto (the " Nakamoto Stockholders ") pursuant to which, among other things, and subject to certain limitations set forth therein, certain holders of common stock, par value $0.001 per share (the " Company Common Stock "), of the Company have customary demand registration rights and the Company is obligated to prepare and file a registration statement registering the offer and sale of all of their Company Common Stock. In addition, Mr. David Bailey, the Chief Executive Officer and director of the Company, has the right to require the Company pursuant to the RRA, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Company Common Stock by means of an underwritten offering. The Company is not obligated to effect any underwritten offering unless the dollar amount of Mr. Bailey's registrable securities is reasonably likely to result in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Stockholders with certain customary piggyback registration rights. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company's right to delay or withdraw a registration statement under certain circumstances. The RRA is filed as Exhibit 10.1 to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the RRA and the terms of which are incorporated by reference herein. Assignment and Assumption Agreement Concurrently with the Closing, each of Kindly, Nakamoto, and BTC Inc. entered into that certain Assignment and Assumption Agreement with Novation (the " Assignment and Assumpti

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets The disclosure set forth in the "Explanatory Note" and the information contained in response to Item 1.01 of this Current Report is incorporated by reference into this Item 2.01. 3 The Merger On August 14, 2025, the Company, Nakamoto, Merger Sub and Wade Rivers consummated the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary of the Company (the " Surviving Corporation "). Under the terms of the Merger Agreement, at the effective time of the Merger (the " Effective Time "), solely by virtue of the Merger and without any action by any stockholder of the Company: (i) each share of common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one (1) fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation; (ii) all shares of Class A common stock, par value $0.01 per share of Nakamoto (" Merger Partner Class A Common Stock "), and Class B common stock, par value $0.01 per share of Nakamoto (" Merger Partner Class B Common Stock " and, together with Merger Partner Class A Common Stock, " Merger Partner Common Stock ") held in treasury immediately prior to the Effective Time were cancelled and ceased to exist, and no stock of the Company or other consideration was delivered in exchange therefor; (iii) each share of Merger Partner Class A Common Stock (other than shares cancelled in accordance with the preceding clause (ii) and any Dissenting Shares) issued and outstanding immediately prior to the Effective Time were automatically converted into the right to receive from the Company the number of validly issued, fully paid and nonassessable shares of the Company Common Stock equal to the Class A Exchange Ratio. (iv) each share of Merger Partner Class

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 of this Current Report with respect to the Debenture Purchase Agreement and the Convertible Debenture is hereby incorporated by reference into this Item 2.03.

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 14, 2025, the Company received a written notice (the " Notice ") from Listing Qualifications Department of The Nasdaq Stock Market LLC (" Nasdaq ") indicating that the Company has not complied with the requirements of IM-5101-2 of the listing rules of Nasdaq (the " Listing Rules ") with respect to its tradeable warrants (the " Warrants ") since it has not provided evidence that its Warrants have at least 100 round lot holders as required by Listing Rule 5515(a)(4) following the completion of its previously announced merger with Nakamoto Holdings, Inc. which was completed on August 14, 2025. The Company's Warrants were removed from listing and registration on the Nasdaq Stock Market and will be quoted on the over-the-counter markets operated by OTC Markets Group as of August 15, 2025. 4 The terms of the Warrants are not affected by the delisting, and the Warrants may still be exercised in accordance with their terms to purchase shares of Company Common Stock. The listing of the Company's shares of Common Stock, which are traded on the Nasdaq Global Market under the symbol "NAKA," is not affected by the delisting of the Warrants.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in response to (i) Item 1.01 of this Current Report with respect to the Debt Financing and Convert Fee Shares and (ii) Item 2.01 of this Current Report with respect to the Merger Shares is incorporated herein by reference into this Item 3.02. PIPE Financings On August 14, 2025, the Company completed its previously announced transactions in connection with its entry into subscription agreements, dated as of May 12, 2025 (the " Initial Subscription Agreements ") and as of June 19, 2025 (the " Additional Subscription Agreements " and, together with the Initial Subscription Agreements, the " Subscription Agreements "), as applicable, with certain institutional investors (the " PIPE Subscribers ") for the issuance of an aggregate of 322,979,583 shares of the Company Common Stock (the " PIPE Shares ") at a price per share of $1.12 and 5,682,586 PIPE Shares at a price per share of $5.00, and 133,800,773 pre-funded warrants to purchase shares of Common Stock (" Pre-Funded Warrants ", together with Common Stock, the " Acquired Securities ") pursuant to the issuance of pre-funded common stock purchase warrant agreements (the " Pre-Funded Warrant Agreement ") to certain institutional investors, and gross proceeds of approximately $540.0 million (collectively, the " PIPE Financings "). The Acquired Securities were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (" Securities Act ") and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable The net proceeds from the PIPE Financings are intended to be used by the Company to purchase Bitcoin and for working capital and general corporate purposes. Pursuant to the Subscription Agreements, the Company has agreed to use commercially reasonable efforts to file with the SEC, within thirty (30) calendar day

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The information contained in response to Item 5.03 is incorporated herein by reference.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information contained in response to (i) Item 2.01 of this Current Report on Form 8-K regarding the Merger and (ii) Item 5.02 of this Current Report on Form 8-K regarding the Company's board of directors and executive officers following the Merger are incorporated by reference into this Item 5.01.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignations Effective as of August 14, 2025, Adam Cox, Gary Seelhorst, Christian Robinson and Amy Powell resigned from the Board and, to the extent applicable, all committees thereof (collectively, the " Resignations "). The Resignations were not related to any disagreement with the Company. At the time of the Resignations: Mr. Seelhorst served on the Audit Committee (" Audit Committee ") of the Board, the Compensation Committee (the " Compensation Committee ") (Chair) and the Nominating and Corporate Governance Committee (the " Nominating and Corporate Governance Committee ") (Chair) of the Board; Mr. Robinson served on the Audit Committee (Chair), the Compensation Committee, and the Nominating and Corporate Governance Committee; and Ms. Powell served on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. 5 Director Appointments Immediately following the Resignations, also on August 14, 2025, the then-current Board elected each of David Bailey, Charles (Chad) Blackburn (independent), Perianne Boring (independent), Eric Weiss (independent), Greg Xethalis (independent) and Mark Yusko (independent) as directors of the Company (the " New Directors ," together with Tim Pickett, the " New Board ") to fill the newly created vacancies on the Board. Messrs. Weiss (Chair) and Yusko were each appointed to serve on the Nominating and Corporate Governance Committee of the New Board, Ms. Boring, Mr. Xethalis and Mr. Blackburn (Chair) were each appointed to serve on the Audit Committee of the New Board and Messrs. Xethalis (Chair) and Blackburn were each appointed to serve on the Compensation Committee of the New Board (the " New Board Compensation Committee "). In recognition of their service on the New Board, the New Board Compensation Committee approved t

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