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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 25, 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 |
|
The Nasdaq Stock Market
LLC |
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.
Item
7.01 Regulation FD Disclosure.
On
June 25, 2025, Nakamoto Holdings, Inc. (“Nakamoto”) and KindlyMD Inc. (the “Company”) issued a press release
announcing the appointment of Andrew Creighton as Nakamoto’s Chief Commercial Officer. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated as of June 25, 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: June 25, 2025 |
By: |
/s/ Tim Pickett |
| |
|
Tim Pickett |
| |
|
Chief Executive Officer |