Kindly MD, Inc. Files 8-K for Material Agreement

TL;DR

KIND filed an 8-K on 9/10/25 for a material agreement. Expect updates.

AI Summary

Kindly MD, Inc. filed an 8-K on September 10, 2025, reporting an entry into a material definitive agreement. The filing also includes Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in Utah and its fiscal year ends on December 31.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Kindly MD, Inc. (company) — Registrant
• September 9, 2025 (date) — Earliest event reported
• September 10, 2025 (date) — Filing date
• 001-42103 (other) — Commission File Number
• 84-3829824 (other) — IRS Employer Identification Number
• Salt Lake City, UT (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 NAKA The Nasdaq Stock Market LLC
• $30 million — "), made a commitment to purchase up to $30 million of shares of common stock of Metaplanet
• $4.17 — ember 9, 2025 (JPY 614 or approximately $4.17). The International Offering is expecte

Filing Documents

• ea0256758-8k_kindly.htm (8-K) — 42KB
• ea025675801ex99-1_kindly.htm (EX-99.1) — 13KB
• 0001213900-25-086336.txt ( ) — 268KB
• naka-20250909.xsd (EX-101.SCH) — 4KB
• naka-20250909_def.xml (EX-101.DEF) — 26KB
• naka-20250909_lab.xml (EX-101.LAB) — 36KB
• naka-20250909_pre.xml (EX-101.PRE) — 25KB
• ea0256758-8k_kindly_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 9, 2025, Nakamoto Holdings, Inc., a Delaware corporation (" Nakamoto ") and wholly-owned subsidiary of Kindly MD, Inc., a Utah corporation (the " Company "), made a commitment to purchase up to $30 million of shares of common stock of Metaplanet Inc., a corporation organized under the laws of Japan, (TSE: 3350) (OTC:MTPLF) (" Metaplanet "), in connection with Metaplanet's previously announced international equity financing (the " International Offering "). The purchase price per share of Metaplanet's common stock (the " Metaplanet Stock ") will be set at a discount of approximately 10% to the closing price of its Common Stock on the Tokyo Stock Exchange as September 9, 2025 (JPY 614 or approximately $4.17). The International Offering is expected to fund on September 16, 2025, with a delivery of the Metaplanet Stock anticipated on September 17, 2025. The Metaplanet Stock will be acquired directly from Metaplanet in the International Offering, and payment will be made in U.S. dollars. No separate share purchase agreement or subscription document was required to be signed by the Company in connection with its commitment. The audit committee of the Company's board of directors approved the $30 million investment pursuant to the Company's Related Person Transaction Policy. This approval was required because David Bailey, the Company's Chief Executive Officer and Chairman of the Board, serves on the advisory board of Metaplanet; Tyler Evans, the Company's Chief Investment Officer, is a director of Metaplanet; and Mark Yusko, a director of the Company, is a director of Metaplanet.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company issued a press release on September 9, 2025 announcing the investment in the International Offering, 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.

01 Other Events

Item 8.01 Other Events. The Company is furnishing updated information regarding the beneficial ownership of its common stock by directors, executive officers, and holders of more than 5% of the Company's outstanding shares. The following table sets forth, as of September 8, 2025, the beneficial ownership of the common stock by (i) each director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each stockholder known by the Company to own beneficially more than 5% of the Company's outstanding common stock. 1 Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. Unless otherwise indicated, each individual has sole voting and investment power with respect to the shares beneficially owned. Percentages are based on 376,146,058 shares of common stock outstanding as of September 9, 2025. Name and Address of Beneficial Owner (1) Number of Shares of Common Stock Beneficially Owned Percent of Shares of Common Stock Outstanding Directors and Executive Officers David Bailey (2) 11,160,570 2.97 % Jared Barrera 15,842 * % Tyler Evans 2,410,865 * % Andrew Creighton 3,124,971 * % Amanda Fabiano — — Tim Pickett (2) 2,985,769 * % Mark Yusko 2,100,000 * % Charles (Chad) Blackburn — — Perianne Boring — — Greg Xethalis — — Eric Weiss — — All officers & directors as a group (11 individuals) 21,798,017 5.80 % 5% Shareholders Verition Multi-Strategy Master Fund Ltd. (3) 37,781,847 9.99 % * Indicates beneficial ownership of less than 1% of the total issued and outstanding shares of common stock. (1) Unless otherwise indicated, the business address of each of the following is 5097 South 900 East, Suite 100, Salt Lake City, UT 84117. (2) Includes (i) 97,025 shares of common stock held directly by Tim Pickett and (ii) 2,886,744 shares of common stock owned by Wade Rivers, LLC. Mr. Pickett and his spouse serve as the co-investment trustees

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release, dated as of September 9, 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 10, 2025 By : /s/ David Bailey David Bailey Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR