Kindly MD, Inc. Enters Material Definitive Agreement

TL;DR

KNDLY signed a big deal, filing details today.

AI Summary

Kindly MD, Inc. announced on September 3, 2025, that it has entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits as part of this 8-K filing. The specific details of the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant business development for Kindly MD, Inc., potentially impacting its operations and future financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details prevents a definitive risk assessment.

Key Players & Entities

• Kindly MD, Inc. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• September 4, 2025 (date) — Date as of change
• September 5, 2025 (date) — Filing date
• 001-42103 (company) — Commission File Number
• 84-3829824 (company) — IRS Employer Identification Number
• 5097 South 900 East, Suite 100, Salt Lake City, UT 84117 (company) — Principal Executive Offices Address
• (385) 388-8220 (company) — Business Phone Number

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 NAKA The Nasdaq Stock Market LLC
• $15.0 million — change for 12,835,870.08 (approximately $15.0 million). In connection with the Issuance, Stic
• $10.98 — ce of approximately 9.42 (approximately $10.98) per depositary receipt, for an aggrega

Filing Documents

• ea0255921-8k_kindly.htm (8-K) — 33KB
• ea025592101ex10-1_kindly.htm (EX-10.1) — 32KB
• ea025592101ex99-1_kindly.htm (EX-99.1) — 13KB
• 0001213900-25-084677.txt ( ) — 295KB
• naka-20250903.xsd (EX-101.SCH) — 4KB
• naka-20250903_def.xml (EX-101.DEF) — 26KB
• naka-20250903_lab.xml (EX-101.LAB) — 36KB
• naka-20250903_pre.xml (EX-101.PRE) — 25KB
• ea0255921-8k_kindly_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 4, 2025, Nakamoto Holdings, Inc., a Delaware corporation (" Nakamoto ") and wholly-owned subsidiary of Kindly MD, Inc. (the " Company "), made a minority investment in Treasury B.V. (" Treasury "), a private limited liability company under the laws of the Netherlands (the " Minority Investment "). In connection with the Minority Investment, Nakamoto entered into a Private Deed of Issuance (the " Private Deed ") by and among Treasury, Stichting Administratiekantoor Treasury, a foundation under the laws of the Netherlands (" Stichting "), and Nakamoto, pursuant to which Treasury agreed to issue to Stichting 1,363,027 (the " Issuance ") ordinary shares of Treasury, par value EUR 0.01 (the " Shares "), in exchange for 12,835,870.08 (approximately $15.0 million). In connection with the Issuance, Stichting issued 1,363,027 depositary receipts, representing each of the Shares, to Nakamoto in exchange for a subscription price of approximately 9.42 (approximately $10.98) per depositary receipt, for an aggregate of 12,835,870.08 (approximately $15.0 million) to be paid directly to Treasury by Nakamoto in USD Coin (USDC). Following the Minority Investment, Treasury intends to reverse list on Euronext Amsterdam N.V. (the " Reverse Listing "), through a merger with MKB Nedsense N.V. (" ListCo "). As a condition to the Minority Investment, Nakamoto was required to deliver a customary lock-up agreement to Treasury, pursuant to which Nakamoto agreed not to sell, transfer, pledge, assign, lend, grant any option over or otherwise dispose of, directly or indirectly, any securities of ListCo (" ListCo Securities ") received by Nakamoto in exchange for the depositary receipts, for a 90-day period pursuant to a phased release of the ListCo Securities, commencing on the effective date of the Reverse Listing. Further, Treasury will grant Nakamoto observer and consultations rights for Treasury's Anchor Investment Committe

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure The Company issued a press release on September 3, 2025 announcing the Minority Investment, a copy of which is attached hereto as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Private Deed, dated as of September 4, 2025, by and among Treasury, Stichting, and Nakamoto. 99.1 Press Release, dated as of September 3, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized. KINDLY MD, INC. Dated: September 4, 2025 By : /s/ David Bailey David Bailey Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR