Kindly Md, Inc. SEC Filings

Kindly MD, Inc. scheduled its 2025 Annual Meeting for December 17, 2025 at 8:30 a.m. Mountain Time as a fully virtual event. Stockholders will vote on four items: electing two Class I directors (Perianne Boring and Greg Xethalis), approving the conversion from a Utah corporation to a Delaware corporation, ratifying Sadler, Gibb & Associates, LLC as auditor for fiscal year 2025, and authorizing a potential adjournment to solicit additional proxies if needed.

The Board recommends a “FOR” vote on all proposals. For Proposal 1, directors are elected by a plurality of votes cast. Proposal 2 requires a majority of votes cast; broker non-votes and abstentions have the same effect as “Against” for this item. Proposal 3 requires a majority of votes cast and is considered routine, allowing brokers discretion to vote. Proposal 4 requires a majority of votes cast.

Record date is October 23, 2025; 431,653,091 shares of Common Stock were outstanding and entitled to one vote per share as of that date. Stockholders may vote via the Internet or by mail, and may attend and vote virtually at the meeting if properly registered.

Kindly MD, Inc. filed a preliminary proxy for its 2025 Annual Meeting, to be held virtually on December 17, 2025 at 8:30 a.m. MT. Stockholders will vote on four proposals.

Proposal 1 seeks to elect two Class I directors—Perianne Boring and Greg Xethalis—for three-year terms. Proposal 2 requests approval to convert the company from a Utah corporation to a Delaware corporation. Proposal 3 asks stockholders to ratify Sadler Gibb & Associates as independent auditor for the fiscal year ended December 31, 2025. Proposal 4 authorizes potential adjournment to solicit additional proxies if needed.

The meeting is virtual at https://meeting.vstocktransfer.com/KINDLYDEC25. Holders of common stock as of the October 23, 2025 record date may vote. The Board recommends “FOR” all proposals. The proxy also outlines board independence, committee compositions, executive/Director biographies, compensation disclosures, and the company’s insider trading policy.

Kindly MD, Inc. (NAKA) director Eric Weiss filed an Initial Statement of Beneficial Ownership (Form 3) dated 08/14/2025. The filing lists Weiss's address in Salt Lake City, UT, confirms his status as a director, and states "No securities are beneficially owned." The form also references an Exhibit 24 - Power of Attorney and is signed by Eric Weiss.

KindlyMD, Inc. filed a 424B7 prospectus listing numerous named selling stockholders who may offer shares of Common Stock registered for resale under the registration statement. The document states the applicable percentage figures are calculated using 413,603,091 shares of Common Stock outstanding as of September 24, 2025. The filing clarifies that the post-offering share amounts assume (a) all Common Stock underlying the Convertible Notes registered in this statement are sold and (b) no other transactions occur before completion of the offering, but also notes each selling stockholder may sell all, some or none of the shares and may use other registration statements or exemptions such as Rule 144.

Jared Barrera, Chief Financial Officer of Kindly MD, Inc. (NAKA), reported a restricted stock award that fully vested on 09/22/2025, resulting in an acquisition of 6,400 shares at no cash price and increasing his beneficial ownership to 22,242 shares. The Form 4, filed by attorney-in-fact on 09/24/2025, shows the transaction was an internal equity award rather than an open-market purchase or sale. The filing includes a standard Exhibit 24 power of attorney signature and does not disclose any cash consideration, option exercises, or derivative transactions.