[424B7] Kindly MD, Inc. Prospectus Filed Pursuant to Rule 424(b)(7)

Rhea-AI Filing Summary

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.

Positive

• Registration of resale creates a clear legal route for existing holders to sell shares
• Outstanding share base of 413,603,091 is disclosed for transparent percentage calculations

Negative

• Large pool of potential sellers could increase market supply if many choose to sell
• Assumption that all convertible-note shares are sold may overstate current liquidity if conversions do not occur

Insights

Securities Capital Markets Analyst

Registration expands potential sellable float; sale timing is uncertain.

The prospectus registers resale of Common Stock held or issuable to a wide group of selling stockholders, which can increase available supply if those holders decide to sell. The filing uses 413,603,091 outstanding shares as the denominator for percentages, providing a clear basis for ownership calculations.

This is material because registered resale capacity can create downward pressure on share price if executed rapidly, but the filing explicitly states selling stockholders may sell all, some or none, so the timing and scale of any sales remain uncertain.

Corporate Finance / Investor Relations Specialist

Prospectus wording preserves flexibility for sellers and limits automatic dilution.

The disclosure clarifies that post-offering share counts assume conversion-related shares are sold and no other trades occur, which standardizes the presented percentages. It also notes sellers could use other registration statements or exemptions like Rule 144, highlighting multiple disposal pathways.

For investors, this means the filing documents potential liquidity events without committing holders to sell, so monitoring actual transactions (conversion timing, 144 sales, or other registrations) is necessary to assess near-term supply changes.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-290248

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated September 12, 2025)

KINDLY MD, INC.

357,158,501 Shares of Common Stock

133,100,773 Shares of Common Stock Underlying Pre-Funded Warrants

100,000,000 Shares of Common Stock Issuable Upon Conversion of Convertible Notes

This prospectus supplement supplements the prospectus dated September 12, 2025, relating to the offer and resale by the selling stockholders identified in this prospectus supplement (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) of up to an aggregate of 9,356,767 shares of Kindly MD, Inc. (the “Company”) common stock, par value $0.001 per share (“Common Stock”).

This prospectus supplement is being filed solely to update the list of Selling Stockholders to reflect the distribution of shares of Common Stock (the “PIPE Shares”) previously issued to Nakamoto Feeder, a series of Allocations 2025 Master, LLC (“Nakamoto Feeder”), and Columbus Circle Digital I (“Columbus Digital”), to their underlying equityholders. No additional securities are being registered by this prospectus supplement. The shares covered hereby were previously registered for resale pursuant to the registration statement referenced herein.

You should read this prospectus supplement, together with the related prospectus and the additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefully before you invest in any of our securities.

Our Common Stock is listed with, and trades on, Nasdaq under the ticker symbol “NAKA.” Our tradeable warrants to purchase Common Stock are listed with, and quoted on, the OTC Pink marketplace under the ticker symbol “NAKAW.”

This investment involves a high degree of risk. See “Risk Factors” on page 2 of the prospectus and any similar section contained in the documents that are incorporated by reference therein.

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

The date of this prospectus supplement is September 26, 2025.

The following information is provided to update the Selling Stockholders table in the prospectus to reflect the distribution of shares of Common Stock previously issued to Nakamoto Feeder and Columbus Digital to their respective underlying investors.

SELLING STOCKHOLDERS

The following information is provided as of September 25, 2025 to update the “Selling Shareholders” section of the Prospectus to reflect the pro rata distribution by Nakamoto Feeder to its equityholders of 8,555,115 shares of Common Stock and the pro rata distribution by Columbus Digital to its equityholders of 1,318,750 shares of Common Stock, as reflected in the table set forth below.

With respect to only the Selling Shareholders listed in the table below, the information set forth in the table below supersedes and replaces the information regarding such Selling Shareholders in the Prospectus. Information regarding each of the Selling Shareholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement.

Information about the Selling Shareholders, including those listed below, may change over time. Since the date of the Prospectus, certain of the Selling Shareholders listed below have sold a portion of their shares of Common Stock registered thereunder and certain other Selling Shareholders may also have sold or otherwise transferred their shares of Common Stock registered thereunder. This prospectus supplement does not provide any updates with respect to any Selling Shareholders not listed in the table below.

		Shares Beneficially Owned Before the Offering								Maximum Number of Shares of Common Stock Registered for Sale				Shares Beneficially Owned After the Offering
Name of Selling Stockholder		Number				%(1)				Hereby				Number(2)				%
ABC Consulting LLC (3)			44,197				*				44,197				—				—
Adam Thomas			99,000				*				99,000				—				—
Ahmad Naqib bin noor			75,134				*				75,134				—				—
Alexander Monje			44,197				*				44,197				—				—
Alexander Wolf			8,839				*				8,839				—				—
Alexander Yung			10,606				*				10,606				—				—
Amy Green			13,259				*				13,259				—				—
Andrew deLaunay			66,295				*				66,295				—				—
Angela Phelan			22,097				*				22,097				—				—
ARP Digital Holdings Limited (4)			176,786				*				176,786				—				—
Beach Chair 615 LLC (5)			176,786				*				176,786				—				—
Beer Family Trust (6)			44,197				*				44,197				—				—
Block Space Force One Limited (7)			441,965				*				441,965				—				—
Brad Shepard			176,786				*				176,786				—				—
Bradford Hopson			35,357				*				35,357				—				—
Brandon Green			265,179				*				265,179				—				—
Brandon Sun			26,516				*				26,516				—				—
Bruce Evans			256,333				*				256,333				—				—
Carlen Williams			107,398				*				107,398				—				—
Cassie Clifton			88,393				*				88,393				—				—
Christian Lopez			220,970				*				220,970				—				—
Christina Fettig			22,098				*				22,098				—				—
Christopher Perkins			11,491				*				11,491				—				—
Coyn Mateer			189,828				*				189,828				—				—
Dan Nash			88,388				*				88,388				—				—
Dana Clark			9,723				*				9,723				—				—
Daniel Fiske			44,197				*				44,197				—				—
Daniel Lebensohn			44,197				*				44,197				—				—

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		Shares Beneficially Owned Before the Offering								Maximum Number of Shares of Common Stock Registered for Sale				Shares Beneficially Owned After the Offering
Name of Selling Stockholder		Number				%(1)				Hereby				Number(2)				%
David Cooperman			8,839							*	8,839				—				—
Debbie Fraley			44,197							*	44,197				—				—
Dennis Crilly			66,291							*	66,291				—				—
Dillon Healy			88,393							*	88,393				—				—
Dominic Silk			88,393							*	88,393				—				—
Douglas Listman			44,194							*	44,194				—				—
East-West Asset Management Company, LLC (8)			88,393							*	88,393				—				—
Elena Fischer			26,518							*	26,518				—				—
Enrique Aceves			26,518							*	26,518				—				—
Equity Trust Co. Cust. FBO Andrew Faubel, Roth IRA (9)			44,197							*	44,197				—				—
Equity Trust Company Custodian FBO Kevin Blacketor Roth IRA (10)			212,143							*	212,143				—				—
Erik Toedt			22,098							*	22,098				—				—
Eugeniu David			44,194							*	44,194				—				—
Ezer Cherki			176,786							*	176,786				—				—
Felipe Gontijo			44,197							*	44,197				—				—
Frank Medina			8,838							*	8,838				—				—
Guillaume Girard			176,786							*	176,786				—				—
Henry Elder			132,590							*	132,590				—				—
Howard Weiner			132,590							*	132,590				—				—
Ian Read			176,786							*	176,786				—				—
Jackson Moore			176,786							*	176,786				—				—
James Jones			4,420							*	4,420				—				—
James Moreton			53,036							*	53,036				—				—
James Lynch			110,491							*	110,491				—				—
Jazz Empire Revocable Trust (11)			22,098							*	22,098				—				—
Jeffrey Lake			88,393							*	88,393				—				—
Jerry Serowik			88,388							*	88,388				—				—
Jimmy Toussaint			44,197							*	44,197				—				—
JoAnn Lukas			22,097							*	22,097				—				—
John Scianna			44,197							*	44,197				—				—
John Riggins			35,357							*	35,357				—				—
Jonathan Eisen			88,393							*	88,393				—				—
Joseph Pellecchia			13,259							*	13,259				—				—
Joseph Pooler			44,194							*	44,194				—				—
Justin Bartley			88,393							*	88,393				—				—
Justin Doochin			44,197							*	44,197				—				—
Justin Vaughn			22,099							*	22,099				—				—
Katharine Vacca			8,838							*	8,838				—				—
Kathy Fox			44,197							*	44,197				—				—
Keith Vrotsos			17,679							*	17,679				—				—
Kelly Price			44,197							*	44,197				—				—

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		Shares Beneficially Owned Before the Offering								Maximum Number of Shares of Common Stock Registered for Sale				Shares Beneficially Owned After the Offering
Name of Selling Stockholder		Number				%(1)				Hereby				Number(2)				%
Kevin Blacketor			8,839				*				8,839				—				—
Kishan Sutariya			172,366				*				172,366				—				—
Leslie Vaughn			22,098				*				22,098				—				—
Lester Brafman			88,388				*				88,388				—				—
Loren Asmus III			44,197				*				44,197				—				—
Lukasz Wicher			88,384				*				88,384				—				—
Lun Zhang			44,197				*				44,197				—				—
Manish Patel			8,838				*				8,838				—				—
Michael Markle			176,786				*				176,786				—				—
Minesh Bhiindi			44,285				*				44,285				—				—
Mitchell Trulli			13,259				*				13,259				—				—
Newt Investments LLC (12)			353,572				*				353,572				—				—
Nicholas Emmet Carr			132,590				*				132,590				—				—
Oakley Singer			13,259				*				13,259				—				—
Patricia Ashley Mateer-Piercy			88,393				*				88,393				—				—
Patricia Phillips			44,197				*				44,197				—				—
Phillip Worthey			66,295				*				66,295				—				—
Pranav Ahuja			4,420				*				4,420				—				—
Rahul Wadwha			44,194				*				44,194				—				—
Randall K Smith Revocable Trust (13)			220,983				*				220,983				—				—
Richard Goldberg			22,098				*				22,098				—				—
Robert Gross			22,098				*				22,098				—				—
Robert DiFranco Jr			8,839				*				8,839				—				—
Roth IRA Daniel Hinton (14)			265,179				*				265,179				—				—
Ryan Bodin			309,376				*				309,376				—				—
Ryan Doody			220,983				*				220,983				—				—
Singularity Fund I, LP (15)			53,036				*				53,036				—				—
Spencer Marr			8,839				*				8,839				—				—
Stacy Standridge			44,197				*				44,197				—				—
Steve Weiner			119,323				*				119,323				—				—
Steven Lubka			110,491				*				110,491				—				—
Steven Smith			22,098				*				22,098				—				—
Svitlana Tkachov			22,982				*				22,982				—				—
The Hays Revocable Living Trust (16)			44,197				*				44,197				—				—
Thomas Hinueber			66,295				*				66,295				—				—
Timothy Evans			145,848				*				145,848				—				—
Tina Shaw			44,194				*				44,194				—				—
Tyler Laroche			70,847				*				70,847				—				—
Urtaj Singh			185,614				*				185,614				—				—
Valentine Han			35,357				*				35,357				—				—
Van Palmer Finger			66,295				*				66,295				—				—
Walter Smith			26,518				*				26,518				—				—
Wayne Borries			22,098				*				22,098				—				—
Wei Shuang Chou			88,396				*				88,396				—				—
William Jones			13,259				*				13,259				—				—
William Levin			26,516				*				26,516				—				—
YCG Ventures Limited (17)			26,518				*				26,518				—				—
Zac Costello			8,838				*				8,838				—				—
Zafer Ozsoy			8,839				*				8,839				—				—
TOTAL			9,356,767								9,356,767

* Percentage not listed if less than 1%.

(1)

Applicable percentage based on 413,603,091 shares of our Common Stock outstanding as of September 24, 2025.

(2)

Represents the amount of shares that will be held by each Selling Stockholder after completion of this offering based on the assumptions that (a) all Common Stock underlying the Convertible Notes registered for sale by the registration statement of which this prospectus is part of will be sold and (b) no other shares of Common Stock are acquired or sold by such Selling Stockholder prior to completion of this offering. However, the Selling Stockholders may sell all, some or none of such shares offered pursuant to this prospectus and may sell other shares of Common Stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144.

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(3)	Kevin Zhang, the ultimate control person of ABC Consulting LLC has voting and investment control of the shares held ABC Consulting LLC and may be deemed the beneficial owner of such shares. The address of ABC Consulting LLC is 300 Sunny Isles Blvd Unit 1201, Sunny Isles Beach, FL 33160
(4)	Yusuf Abdulla Yusuf Akbar Ali Reza, the ultimate control person of ARP Digital Holdings Limited, has voting and investment control of the shares held by ARP Digital Holdings Limited and may be deemed the beneficial owner of such shares. The address of ARP Digital Holdings Limited is DD-15-134-004 - 007, Level 15, Wework Hub71, Al Khatem Tower., Global Market Square, Al Maryah Island, Abu Dhabi, UAE.
(5)	Samuel Coyn Mateer has voting and investment control of the shares held by Beach Chair 615 LLC and may be deemed the beneficial owner of such shares. The address of Beach Chair 615 LLC is 3817 Dunbarton Drive, Birmingham, AL 35223.
(6)	Gregory S. Beer, the ultimate control person of The Beer Family Trust has voting and investment control of the shares held by The Beer Family Trust and may be deemed the beneficial owner of such shares. The address of The Beer Family Trust is 110 West Wind Cove Florence AL, 35634.
(7)	Zijian Yang, the ultimate control person of Block Space Force One Limited has voting and investment control of the shares held by Block Space Force One Limited and may be deemed the beneficial owner of such shares. The address of Block Space Force One Limited is 60 Paya Lebar Road #07-54, Singapore 409051.
(8)	Geoffrey “Geoff” Beer, Managing Director of East-West Asset Management Company, LLC, has voting and investment control of the shares held by East-West Asset Management Company, LLC and may be deemed the beneficial owner of such shares. The address of East-West Asset Management Company, LLC is 3104 East Camelback Road, #842, Phoenix, AZ 85016-4502.
(9)	Andrew Faubel, the ultimate control person of The Equity Trust Co. Cust. FBO Andrew Faubel, Roth IRA has voting and investment control of the shares held by The Equity Trust Co. Cust. FBO Andrew Faubel, Roth IRA and may be deemed the beneficial owner of such shares. The address of The Equity Trust Co. Cust. FBO Andrew Faubel, Roth IRA. is 728 Bryan Place, Fort Lauderdale, FL 33312.
(10)	Kevin Blacketor has voting and investment control of the shares held by Equity Trust Company Custodian FBO Kevin Blacketor Roth IRA and may be deemed the beneficial owner of such shares. The address of Equity Trust Company Custodian FBO Kevin Blacketor Roth IRA is 1023 3rd Street, Apt. 1001, San Francisco, CA 94158.
(11)	Zachary Townsend and Jessica Jacob, the ultimate control persons of Jazz Empire Revocable Trust have voting and investment control of the shares held by Jazz Empire Revocable Trust and may be deemed the beneficial owners of such shares. The address of Jazz Empire Revocable Trust is 236 West Portal Avenue, #450, San Francisco, CA 94127.
(12)	Rita Armbrust and David Armbrust, the ultimate control persons of Newt Investments LLC have voting and investment control of the shares held by Newt Investments LLC and may be deemed the beneficial owners of such shares. The address of Newt Investments LLC is P.O. Box 871, Salem, IL 62881.
(13)	Randall Smith, the ultimate control person of The Randall K Smith Revocable Trust has voting and investment control of the shares held by The Randall K Smith Revocable Trust and may be deemed the beneficial owner of such shares. The address of The Randall K Smith Revocable Trust is 1205 Palm Trail Delray Beach FL 33483.
(14)	Daniel Hinton, the ultimate control person of Roth IRA Daniel Hinton has voting and investment control of the shares held by Roth IRA Daniel Hinton and may be deemed the beneficial owner of such shares. The address of Roth IRA Daniel Hinton. is 413 Caledonian Court, Nashville, TN 37211.
(15)	Timothy Gorham has voting and investment control of the shares held by Singularity Fund I, LP and may be deemed the beneficial owner of such shares. The address of Singularity Fund I, LP is 3817 401 N. Michigan Ave., Suite 1200, Chicago, IL 60611.
(16)	Jeffrey Hays, as trustee, has voting and investment control of the shares held by Hays Revocable Living Trust and may be deemed the beneficial owner of such shares. The address of Hays Revocable Living Trust is 1404 Cedas Lane, Nashville, TN 37212.
(17)	Jan Smejkal has voting and investment control of the shares held by YCG Ventures Limited and may be deemed the beneficial owner of such shares. The address of YCG Ventures Limited is No. 5, 17/F Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong.

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FAQ

What does the KindlyMD, Inc. (NAKA) 424B7 prospectus register?

The prospectus registers resale of Common Stock held or issuable to the listed selling stockholders under the referenced registration statement.

What outstanding share count does the filing use to compute percentages for NAKA?

The filing uses 413,603,091 shares of Common Stock outstanding as of September 24, 2025 for percentage calculations.

Are the selling stockholders required to sell their registered shares?

No. The prospectus states each selling stockholder may sell all, some or none of the registered shares and may also sell via other registrations or exemptions such as Rule 144.

What assumptions underlie the post-offering share amounts shown in the filing?

Post-offering amounts assume (a) all Common Stock underlying the Convertible Notes registered here will be sold and (b) no other shares are acquired or sold by the selling stockholders before completion.

Can selling stockholders use exemptions instead of this registration?

Yes. The prospectus explicitly notes selling stockholders may sell some or all shares pursuant to exemptions from registration, including under Rule 144.