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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): December 17, 2025
Kindly
MD, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
| 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.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 17, 2025, Kindly MD, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”)
in a virtual format. At the close of business on October 23, 2025, the record date for the Annual Meeting (the “Record Date”),
there were 431,653,091 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) issued
and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date. At the Annual
Meeting, 262,599,301 of the Company’s 431,653,091 outstanding shares of Common Stock entitled to vote as of the Record Date, or
approximately 60.84%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The
four proposals voted on at the Annual Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the
Company with the Securities and Exchange Commission on November 3, 2025 (the “Proxy Statement”).
The
final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:
Proposal
No. 1: Election of Two Class I Directors
The
Company’s stockholders elected the two Class I directors listed below, each to serve for a term of three years, expiring at the
Company’s 2028 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until
his or her earlier death, resignation, or removal from office, as follows:
| Nominees | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Perianne Boring | |
| 175,609,629 | | |
| 3,405,837 | | |
| 83,583,835 | |
| Greg Xethalis | |
| 177,807,559 | | |
| 1,207,907 | | |
| 83,583,835 | |
Proposal
No. 2: Approval of the Conversion of Kindly MD from a Utah Corporation to a Delaware Corporation
The
Company’s stockholders approved the conversion of Kindly MD from a Utah corporation to a Delaware corporation, as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 178,012,673 | | |
| 686,494 | | |
| 316,298 | | |
| 83,583,836 | |
Proposal
No. 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The
Company’s stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent, registered
public accounting firm for the fiscal year ending December 31, 2025, as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 261,930,018 | | |
| 396,423 | | |
| 272,861 | |
Proposal
No. 4: Approval of the Adjournment of the Annual Meeting to a Later Date or Dates, if Necessary, to Permit Further Solicitation and Voting
of Proxies in the Event there are not Sufficient Votes in Favor of Proposals 1-3 or if There are not Sufficient Shares Present to Establish
a Quorum
The
Company’s stockholders approved the adjournment of the annual meeting to a later date or dates, if necessary, to permit further
solicitation and voting of proxies in the event there are not sufficient votes in favor of proposals 1-3 or if there are not sufficient
shares present to establish a quorum, as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 255,270,823 | | |
| 7,003,441 | | |
| 325,037 | |
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on December 18, 2025 announcing the 2025 Repurchase Program (as defined below), a copy of which is attached
hereto as Exhibit 99.1.
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
8.01 Other Events.
2025
Repurchase Program
On
December 18, 2025, the Board of Directors the Company approved a share repurchase program (the “2025 Repurchase Program”)
providing for the repurchase of up to $10 million of the Company’s outstanding shares of Common Stock. Under the 2025 Repurchase
Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions,
accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through trading plans established
to comply with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of
repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions,
securities law limitations and other factors.
In
connection with the 2025 Repurchase Program, on December 18, 2025, the Company entered into a Rule 10b-18 Repurchase Plan (the
“Repurchase Plan”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act
as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of
the Exchange Act. The Repurchase Plan will continue in effect until terminated by either the Company or the Broker, with or without cause,
upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.0075 for each share of Common Stock
repurchased pursuant to the Repurchase Plan.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated December 18, 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:
December 18, 2025 |
By:
|
/s/ David Bailey |
| |
|
David Bailey |
| |
|
Chief
Executive Officer |
