What happened to Kindly MD’s previous Yorkville debenture and related agreements?

Following the $203,000,000 repayment, the secured convertible debenture, the related debenture purchase agreement, and associated security documents were terminated, except for indemnification rights, and the separate registration rights agreement is no longer in effect.

Kindly MD takes $203M term loan, retires debenture

Kindly MD, Inc. entered into a new term loan agreement through its subsidiary with Two Prime Lending Limited for $203,017,500 at 8.5% annual interest, maturing on September 30, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Kindly MD, Inc. entered into a new term loan agreement through its subsidiary with Two Prime Lending Limited for $203,017,500 at 8.5% annual interest, maturing on September 30, 2026. The loan is secured by Bitcoin or other agreed digital assets and can be prepaid at any time without penalty.

The company used the loan proceeds to repay in full its secured convertible debenture held by a Yorkville-managed fund, making a cash payment of $203,000,000 plus $17,500 in reimbursed fees. This repayment terminates the debenture purchase agreement, related security documents (other than indemnification rights), and a registration rights agreement.

Separately, director Eric Weiss resigned from the board and governance committee, without any disagreement with the company, and the board named Mark Yusko as chair and Perianne Boring as a member of the nominating and corporate governance committee. Yusko will receive an additional annual cash fee of $25,000 for this committee role.

Positive

Refinancing of convertible debenture: Kindly MD used a $203,017,500 term loan to repay in full a $203,000,000 secured convertible debenture, eliminating that convertible overhang and its associated registration rights agreement.
Prepayable term loan structure: The Two Prime loan, maturing on September 30, 2026, carries an 8.5% rate but may be prepaid at any time without premium or penalty, giving flexibility to reduce debt if conditions allow.

Negative

Large secured debt with crypto collateral: The new $203,017,500 facility is secured by Bitcoin or other digital assets, concentrating risk in the value and management of those assets alongside the obligation to service 8.5% annual interest.
Board vacancy created: Eric Weiss’s resignation leaves one vacancy for a Class I director, requiring the company to identify and appoint a new board member.

Insights

Kindly MD refinances costly convertible debt into a secured crypto-backed term loan and refreshes board committee leadership.

The company obtained a new term loan facility of $203,017,500 from Two Prime Lending Limited at 8.5% interest, secured by Bitcoin or other digital assets, with maturity on September 30, 2026. Prepayment is allowed without penalty, which gives flexibility if the company wants to reduce debt earlier.

Proceeds were used to repay in full a secured convertible debenture held by a Yorkville-managed fund, via a $203,000,000 cash payment plus $17,500 of reimbursed fees. This removes the prior convertible structure and its related registration rights and security documents, leaving only indemnification provisions in place. The shift replaces potential equity dilution from conversion with a fixed-rate, asset-backed obligation, concentrating risk in the pledged digital assets and the company’s ability to service the 8.5% coupon.

On governance, Eric Weiss resigned as a Class I director and governance committee co-chair, with the company stating there was no disagreement about operations, policies, or practices. The board designated Mark Yusko as sole chair of the governance committee and added Perianne Boring as a member, with Yusko eligible for an extra annual $25,000 cash fee. Future company filings may provide more detail on how the new capital structure and committee leadership affect long-term strategy.

8-K Event Classification

6 items: 1.01, 1.02, 2.03, 5.02, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What major financing transaction did Kindly MD (NAKA) disclose in this 8-K?

Kindly MD, through its subsidiary, entered into a term loan agreement with Two Prime Lending Limited for an aggregate principal amount of $203,017,500 at 8.5% interest, maturing on September 30, 2026, secured by Bitcoin or other agreed digital assets.

How did Kindly MD (NAKA) use the proceeds of the Two Prime loan?

The company used the loan proceeds to repay in full its outstanding secured convertible debenture held by a Yorkville-managed fund, making a cash payment of $203,000,000 plus reimbursing the investor for $17,500 of fees.

What are the key terms of Kindly MD’s new loan with Two Prime?

The Two Prime loan is a term facility of $203,017,500, bears interest at 8.5% per annum, matures on September 30, 2026, is secured by Bitcoin or other digital assets, and may be prepaid at any time in whole or in part without premium or penalty.

Which board and committee changes did Kindly MD (NAKA) report?

Eric Weiss resigned as a board member and co-chair of the nominating and corporate governance committee, without any disagreement with the company. The board appointed Mark Yusko as sole chair and Perianne Boring as a member of that committee, with Yusko eligible for an additional annual $25,000 cash fee.

Did Kindly MD issue any public communication about these financing changes?

Yes. On October 3, 2025, the company issued a press release announcing its entry into the Two Prime loan agreement and the termination of the secured convertible debenture, furnished as Exhibit 99.1.

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

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Accepted by SEC EDGAR 10/03/2025 - 05:15 PM

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

Source: View Original Filing on SEC EDGAR

Kindly MD takes $203M term loan, retires debenture