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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 11, 2025
Kindly MD, Inc.
(Exact name of registrant as specified in its charter)
| 001-42103 |
|
84-3829824 |
| (Commission File Number) |
|
(IRS Employer Identification Number) |
| |
|
|
| 5097 South 900 East, Suite 100, Salt Lake City, UT |
|
84117 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(385) 388-8220
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 |
|
NAKA |
|
The Nasdaq Stock Market LLC |
| Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share |
|
NAKAW |
|
OTC Pink Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
On
August 15, 2025, Kindly MD, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a Current
Report on Form 8-K (the “Initial Form 8-K”) to report the consummation of the transactions contemplated
by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Kindly Holdco
Corp, a Delaware corporation and a direct, and wholly owned subsidiary of the Company (“Merger Sub”), Nakamoto
Holdings Inc., a Delaware Corporation (“Nakamoto”) and Wade Rivers, LLC, a Wyoming limited liability company
(“Wade Rivers”) and related issuance of common stock and pre-funded warrants (the “PIPE Transaction”)
and issuance of convertible debentures (the “Debt Transaction”). Pursuant to the Merger Agreement, among other
things, Merger Sub merged with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary of the company (such transaction,
the “Merger”). The Merger closed on August 14, 2025 (the “Closing Date”).
The Company
is filing this Amendment No. 1 on Form 8-K/A to the Initial Form 8-K (this “Amendment”)
for the purpose of amending the Initial Form 8-K to provide certain historical financial information of Nakamoto
and unaudited pro forma condensed combined financial data of the Company in accordance with Items 9.01(a) and 9.01(b) of Form 8-K,
respectively, and the incorporation of disclosure regarding supplemental risk factors, Management Discussion and Analysis and Information
on Nakamoto disclosures in Item 8.01 on of Form 8-K. No other changes to the Initial Form 8-K are being made hereby. This
Amendment should be read in conjunction with the Initial Form 8-K, which provides a more complete description of the Merger and
PIPE Transaction and the Current Report on Form 8-K filed with the SEC on August 15, 2025, regarding the Debt Transaction.
Item 8.01 Other Events.
The Company is filing this amendment to supplement
its prior disclosures in connection with the Merger, the PIPE Financings, and related transactions described in the Initial Form 8-K.
Specifically, the Company is providing additional risk factors addressing cybersecurity and data privacy matters and risks related to
the bitcoin treasury strategy (the “Supplemental Risk Factors”), as well as updated Management’s Discussion
and Analysis and Information about Nakamoto disclosures relevant to its business. These updates are intended to supplement and update
the disclosures previously included in the Company’s public filings, including those under the headings “Risk Factors,”
“Management’s Discussion and Analysis,” and “Information About Nakamoto” in the Company’s Definitive
Information Statement (filed with the SEC on July 22, 2025), Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (filed
with the SEC on August 5, 2025), and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the
SEC on March 28, 2025, as amended).
The supplemental risk factors related to the
bitcoin treasury strategy, cybersecurity and data privacy are filed herewith as Exhibit 99.3 to this Form 8-K/A and are incorporated
herein by reference. Management’s Discussion and Analysis and Information About Nakamoto disclosures are filed
herewith as Exhibits 99.5, 99.6 and 99.7 to this Form 8-K/A and are also incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements (and notes thereto)
of Nakamoto Holdings, Inc. as of April 30, 2025, and for the period from March 6, 2025 (inception) to April 30, 2025, are filed as Exhibit
99.1 to this Form 8-K/A.
The unaudited financial statements (and notes
thereto) of Nakamoto Holdings, Inc. as of June 30, 2025, and for the period from March 6, 2025 (inception) to June 30, 2025, are filed
as Exhibit 99.2 to this Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial
information reflecting the acquisition of Nakamoto Holdings, Inc., including the unaudited pro forma condensed combined balance sheet
as of June 30, 2025 and the unaudited pro forma condensed combined statement of operations for the sixth months ended June 30, 2025 and
for the year ended December 31, 2024, are filed as Exhibit 99.3 to this Form 8-K/A.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 23.1 |
|
Consent of Wolf & Company, P.C. |
| 99.1 |
|
Audited Financial Statements of Nakamoto Holdings, Inc. as of April 30, 2025, and for the period from March 6, 2025 (inception) to April 30, 2025 (incorporated by reference to the definitive information statement filed by the Company on July 22, 2025). |
| 99.2 |
|
Unaudited Financial Statements of Nakamoto Holdings, Inc. as of June 30, 2025, and for the period from March 6, 2025 (inception) to June 30, 2025. |
| 99.3 |
|
Unaudited pro forma condensed combined financial statements of Kindly MD, Inc. giving effect to the acquisition of Nakamoto Holdings, Inc., including the unaudited pro forma condensed combined balanced sheet as of June 30, 2025, and the unaudited pro forma combined statement of operations for the three-months ended June 30, 2025, and the year ended December 31, 2024. |
| 99.4 |
|
Supplemental Risk Factors |
| 99.5 |
|
Management Discussion and Analysis for the period from March 6, 2025 (inception) to June 30, 2025 |
| 99.6 |
|
Information About Nakamoto |
| 99.7 |
|
Management Discussion and Analysis for the period from March 6, 2025 (inception) to April 30, 2025 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder
duly authorized.
| |
KINDLY MD, INC. |
| |
|
|
| Dated: August 25, 2025 |
By: |
/s/ David Bailey |
| |
|
David Bailey |
| |
|
Chief Executive Officer |
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