Kindly MD (NAKA) S-1 supplement: 2.06M shares, 82K stock resales

Rhea-AI Filing Summary

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.”

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Kindly MD (NAKA) register in this 424B3 supplement?

The supplement covers up to 2,059,811 shares of common stock issuable upon exercise of previously issued warrants and the resale of 82,310 existing shares by selling stockholders.

Will Kindly MD receive cash from the sale of shares in this offering?

Kindly MD will not receive proceeds from the resale of common stock. It will receive cash only if the previously issued warrants are exercised for cash.

Who receives proceeds from the securities covered in the Kindly MD (NAKA) prospectus?

All net proceeds from sales of common stock covered by this prospectus go to the warrant holders and selling stockholders, not to Kindly MD.

How does this prospectus supplement change Kindly MD’s existing S-1 prospectus?

The supplement updates and supplements the existing S-1 prospectus by incorporating Kindly MD’s latest Form 10-Q, which is attached to the supplement.

On which exchanges and symbols do Kindly MD securities trade?

Kindly MD’s common stock trades on Nasdaq under “NAKA”, and its Tradeable Warrants trade under “NAKAW.”

What recent trading prices are disclosed for Kindly MD (NAKA) and its warrants?

On November 20, 2025, the last reported sale price was $0.48 per share of common stock and $1.49 per warrant for the Tradeable Warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/21/2025 - 04:05 PM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT To Prospectus dated May 6, 2025 Filed Pursuant to 424(b)(3) Registration No. 333-274606

KINDLY MD, INC.

2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants

and

82,310 Shares of Common Stock

This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-274606), as amended, with the information contained in our Quarterly Report on Form 10-Q which was filed with the Securities and Exchange Commission on November 19, 2025 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by Kindly MD, Inc., a Utah corporation, of up to 2,059,811 shares of common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the “Non-tradeable Warrants”) and the representative’s warrants (the “Representative’s Warrants” and, together with the Tradeable Warrants and the Non-tradeable Warrants, the “Warrants”) previously issued by us in our initial public offering that closed on June 3, 2024. We are not selling any shares of our common stock in this offering, and, as a result, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the holders of the Warrants. Upon exercise of the Warrants, however, we will receive proceeds from the exercise of such Warrants if exercised for cash.

The Prospectus and the prospectus supplement also relate to the resale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to the Prospectus.

You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA” and our Tradeable Warrants are listed under the symbol “NAKAW.” The last reported sale price of our common stock on Nasdaq on November 20, 2025 was $0.48 per share and the last reported sale price of our Tradeable Warrants on Nasdaq on November 20, 2025 was $1.49 per warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and in the other documents that are incorporated by reference in the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 21, 2025.