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Kindly MD, a Utah-based healthcare company focused on hospitals and physicians, has filed Form D for an exempt securities offering under Rule 506(b). The company has successfully completed a $711.7 million offering, with the entire amount already sold to 156 investors.
Key details of the offering include:
- Sales commissions of $20.6 million and finder's fees of $293,400
- Cohen & Company Capital Markets and Anthem Securities LLC serving as brokers, receiving equity fees of 2% and 0.5% respectively of post-closing common stock
- Offering includes equity, debt, and options/warrants
- Connected to a business combination transaction (merger/acquisition)
The company's leadership includes Timothy Pickett as CEO and Director, with other executives Jared Barrera and Adam Cox. The board includes Amy Powell, Christian Robinson, and Gary Seelhorst. The offering was marketed across multiple states including California, New York, Texas, and international markets.
KindlyMD (NASDAQ:NAKA) filed an 8-K announcing the appointment of Andrew Creighton as Chief Commercial Officer of Nakamoto Holdings. The filing indicates this is a Regulation FD disclosure, with the information being furnished rather than filed under Section 18 of the Securities Exchange Act. The company, which is classified as an emerging growth company, made this announcement via press release on June 25, 2025.
Kindly MD has announced a significant merger with Nakamoto Holdings through a complex transaction involving multiple financing components. Key details include:
- Merger agreement where Nakamoto will become a wholly-owned subsidiary of KindlyMD, with Nakamoto shareholders receiving 22.3 million shares at $1.12 per share
- PIPE financing of $511.7 million through subscription agreements at $1.12 per share
- Additional PIPE financing of $51.5 million at $5.00 per share
- Secured convertible debenture of $200 million with Yorkville Advisors
The transaction was approved by written consent of majority stockholders (50.76% voting power) on May 18, 2025, and additional approvals (50.14%) on June 19, 2025. Key governance changes include increasing authorized shares to 10 billion, implementing a classified board structure, and establishing exclusive forum provisions in Utah courts. The company will also adopt a new 2025 Equity Incentive Plan and issue up to 600 million shares under a Marketing Agreement with BTC.
Kindly MD has announced a significant private placement (PIPE Financing) of up to 10,300,000 shares of common stock at $5.00 per share, targeting an aggregate amount of $51.5 million. This financing is connected to a previously announced merger with Nakamoto Holdings.
Key details of the transaction include:
- The PIPE Financing will close concurrently with the merger completion
- Proceeds will be used to purchase Bitcoin and for working capital purposes
- Company will file registration statement within 30 days post-closing
- Majority shareholders approved the subscription agreements on June 19, 2025
The company's stock (NAKA) last traded at $13.94 per share, with tradeable warrants (NAKAW) at $8.43. The filing also covers 2,059,811 shares issuable upon exercise of previously issued warrants and 82,310 shares of common stock for resale by selling stockholders.
Kindly MD has announced a significant private placement (PIPE Financing) worth $51.5 million, approved by its board on June 19, 2025. The company will issue up to 10,300,000 shares of common stock at $5.00 per share to certain investors.
Key details of the PIPE Financing:
- Proceeds will be used to purchase Bitcoin and for working capital purposes
- Closing is contingent upon completion of previously announced merger with Nakamoto Holdings
- Company must file registration statement within 30 days post-closing
- Registration must be effective within 60-90 days of filing
Additionally, majority shareholders approved the subscription agreements and the issuance of over 20% of company's common stock to comply with Nasdaq listing rules. The securities will be issued under Section 4(a)(2) of the Securities Act exemption. The merger and PIPE financing must close by November 14, 2025, or the agreements may be terminated.
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