Kindly Md, Inc. SEC Filings

Kindly MD, Inc. reported that it received a notice from Nasdaq that its common stock is not in compliance with the Nasdaq Global Market minimum bid price rule, because the closing bid has been below $1.00 per share for 30 consecutive business days.

The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Global Market under the symbol NAKA. Kindly MD has 180 calendar days, until June 8, 2026, to regain compliance by having its closing bid price at $1.00 per share or more for a minimum of 10 consecutive business days, with Nasdaq able to require up to 20 days. If the company cannot meet these requirements, it may apply to transfer to the Nasdaq Capital Market, pay a $5,000 application fee, and consider steps such as a reverse stock split. Failing compliance after the available periods could lead to its shares being subject to delisting, though the company could appeal.

Kindly MD, Inc. has filed a post-effective amendment to its automatic shelf registration to allow selling stockholders to resell up to 600,312,356 shares of common stock, covering PIPE shares, shares underlying pre-funded warrants, shares issuable upon conversion of convertible notes, and other previously issued securities. The company itself is not selling stock and will receive no proceeds from these resales.

The prospectus describes KindlyMD’s 2025 merger with Nakamoto Holdings, related PIPE transactions that raised approximately $540.0 million, and a $200.0 million convertible debt financing that has since been fully redeemed. It also notes an at-the-market program that permits issuances of up to $5 billion of additional common stock. The company outlines a strategy to use capital raising transactions to acquire and hold bitcoin as its primary treasury reserve asset while continuing its healthcare operations, and it emphasizes risks around stock price volatility and potential dilution.

Kindly MD, Inc. has filed a prospectus supplement covering the potential issuance of up to 2,059,811 shares of common stock upon exercise of previously issued tradeable, non-tradeable and representative warrants from its initial public offering, plus the resale of 82,310 existing shares by selling stockholders. The company is not selling any common stock itself, so all sale proceeds from resales will go to the warrant holders and selling stockholders, while the company would receive cash only if the warrants are exercised. The supplement also incorporates the company’s most recent Quarterly Report on Form 10-Q into the existing S-1 prospectus. Kindly MD’s common stock trades on Nasdaq under “NAKA” and its tradeable warrants under “NAKAW.”

Kindly MD, Inc. reported that it has released its financial results for the fiscal quarter ended September 30, 2025, through a press release. The company furnished this information in a current report under Item 2.02, which covers results of operations and financial condition, and attached the press release as Exhibit 99.1. Kindly MD’s common stock trades on The Nasdaq Stock Market under the symbol NAKA, and its tradeable warrants trade on the OTC Pink Market under NAKAW. The company is identified as an emerging growth company, and the report is signed by its Chief Executive Officer, David Bailey.

KindlyMD, Inc. (NAKA) reported a sharp expansion in scale and losses for the quarter ended September 30, 2025, driven by its new Bitcoin treasury strategy and the Nakamoto merger. Net loss for the nine months reached $89,487,606, compared with $2,616,126 a year earlier, as the company recorded a $59,753,811 loss on the Nakamoto acquisition, a $14,454,485 loss on debt extinguishment, and $22,105,029 of unrealized losses on digital assets.

Revenue from healthcare operations declined to $388,209 for the quarter from $647,867, while operating expenses rose to $10,793,731, reflecting higher salaries, professional fees, insurance, and marketing. The company ended the period with digital assets of 5,398 Bitcoin at a fair value of $615,798,837 and investments of $45,956,627, funded largely by $518,080,468 of PIPE financings and a $203,017,500 credit facility. Common shares outstanding surged to 427,152,834 at quarter-end and 439,850,889 by mid-November.

Kindly MD, Inc. (NAKA) filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, citing the complexity of accounting for its merger with Nakamoto Holdings and related U.S. GAAP and PCAOB review procedures. The company expects to file within the five-day extension under Rule 12b-25.

The company also signaled a significant change in results. Preliminary figures include a realized loss on digital assets of $1,411,201, an unrealized loss on digital assets of $22,066,010, a loss on extinguishment of debt of $14,454,485, and a loss on acquisition of Nakamoto of $59,753,811, partially offset by a positive change in fair value of contingent liability of $21,845,000. These estimates are preliminary and may change upon completion of quarter-end closing and review.

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.