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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): September 29, 2025
KINDLY
MD, INC.
(Exact
name of registrant as specified in its charter)
| Utah |
|
001-42103 |
|
84-3829824 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 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)
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 (see General Instruction A.2. below):
| ☐ |
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 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01 - Entry into Material Agreement
Two
Prime Loan Agreement
On
September 30, 2025, Kindly MD, Inc., a Utah corporation (the “Company”), through its subsidiary Naka SPV
2, LLC, a Delaware limited liability company (the “Subsidiary”) entered into a Loan Agreement with Two
Prime Lending Limited, a limited company existing under the laws of the British Virgin Islands (“Two
Prime”) (the “Two Prime Loan Agreement”), as it continues to evaluate long term financing
options. The Two Prime Loan Agreement provides for a term loan facility in an aggregate principal amount of $203,017,500, bearing
interest at a rate of 8.5% per annum, maturing on September 30, 2026 and can be prepaid at any time in whole or in part without
premium or penalty. The obligations under the Two Prime Loan Agreement are secured by Bitcoin or other digital assets agreed to by
the Subsidiary and Two Prime, and are subject to customary affirmative and negative covenants, representations and warranties, and
events of default. The Company used the proceeds to satisfy its obligations in full under the Debenture Purchase Agreement, as
defined below.
The
foregoing summary of the Two Prime Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
1.02 - Termination of a Material Definitive Agreement
Termination
of Secured Convertible Debenture with Yorkville
On
September 30, 2025, the Company repaid in full its outstanding Secured Convertible Debenture previously issued to YA II PN, Ltd., an
investment fund managed by Yorkville Advisors (the “Investor”), pursuant to that certain Secured Convertible
Debenture Purchase Agreement dated May 12, 2025, by and between the Company and the Investor (the “Debenture Purchase Agreement”)
by making a cash payment to the Investor of $203,000,000, representing the outstanding principal, interest, amounts and redemption premiums
due as of September 30, 2025, plus reimbursement of certain fees incurred by the Investor in the amount of $17,500. In connection with the repayment of the Secured Convertible Debenture, the Debenture Purchase Agreement
and the Security Documents (as defined in the Debenture Purchase Agreement) were terminated, except with respect to the indemnification rights set forth therein. The Registration Rights Agreement dated as of August 15, 2025, by and between the Company
and the Investor, is no longer in effect.
Item
2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registration
The
information set forth above in Item 1.01 of this Current Report with respect to the Two Prime Loan Agreement is hereby incorporated by
reference into this Item 2.03.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
September 29, 2025, Eric Weiss notified the board of directors (the “Board”) of the Company, of his decision
to resign from his positions as a member of the Board and the co-chair and member of the nominating and corporate governance committee
of the Board (the “Governance Committee”). With Mr. Weiss’s resignation, the Company has one vacancy for
a Class I director. Mr. Weiss’s resignation is not due to any disagreement with the Company relating to any of the Company’s
operations, policies or practices.
Effective
as of Mr. Weiss’s resignation, the Board appointed Mark Yusko as the sole chair of the Governance Committee and appointed Perianne
Boring as a member of the Governance Committee. In connection with this appointment, Mr. Yusko will be eligible to receive an annual
cash fee of $25,000 for his service as Committee Chair, payable in accordance with the Company’s non-employee director compensation
program.
Item
7.01 - Regulation FD Disclosure
On October 3, 2025, the Company issued a press release announcing its entry into the Two Prime Loan Agreement and termination of Secured
Convertible Debenture with Yorkville. A copy of the press release is attached as Exhibit 99.1 hereto.
The
information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1, furnished herewith, shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1 |
|
Loan Agreement, dated as of September 30, 2025, among Kindly and Two Prime Lending Limited. |
| 99.1 |
|
Press Release, dated October 3, 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:
October 3, 2025 |
By:
|
/s/
David Bailey |
| |
|
David
Bailey |
| |
|
Chief
Executive Officer |
2
