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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
24, 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 5.08 Shareholder Director Nominations.
To the extent applicable, the section entitled
“2025 Annual Shareholder Meeting” in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item
5.08.
Item 8.01 Other Events.
2025 Annual Shareholder Meeting
On September 24, 2025, the board of directors
(the “Board”) of Kindly MD, Inc., a Utah corporation (“Kindly”), established December 17, 2025 as the date of
Kindly’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and set October 23, 2025 as the record date
for determining stockholders entitled to receive notice of and vote at the 2025 Annual Meeting. The meeting will be a virtual meeting
conducted by live webcast on the internet. Additional details regarding the 2025 Annual Meeting, including the time and matters to be
voted upon, will be set forth in Kindly’s definitive proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities
and Exchange Commission (the “SEC”).
Because the date of the 2025 Annual Meeting is
being advanced by more than 30 calendar days from the anniversary of Kindly’s prior annual meeting held on November 8, 2024, the
deadline for stockholder nominations or proposals for consideration at the 2025 Annual Meeting set forth in Kindly’s 2024 Proxy
Statement no longer applies. As such, Kindly is filing this Current Report on Form 8-K to inform stockholders of the change in date of
the 2025 Annual Meeting and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder
director nominations.
In order for stockholder proposals to be presented
at the 2025 Annual Meeting, including by means of inclusion of a stockholder proposal in the proxy materials under Rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Kindly’s Second Amended and Restated Bylaws, Kindly
must receive proper notice at Kindly’s principal executive offices not later than the close of business on October 6, 2025, which
is the tenth (10th) day following the filing date of this Current Report on Form 8-K publicly announcing the date of the 2025
Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC in order to be eligible
for inclusion in the proxy materials for the 2025 Annual Meeting. The October 6, 2025 deadline will also apply in determining whether
notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule
14a-4(c) of the Exchange Act. In addition to satisfying the foregoing requirements, stockholders who intend to solicit proxies in support
of director nominees other than Kindly’s nominees must provide notice that sets forth the information required by Rule 14a-19 under
the Exchange Act and Kindly’s Second Amended and Restated Bylaws by October 6, 2025.
Stockholder written proposals should be delivered
to Kindly, MD Inc., c/o General Counsel, 5097 South 900 East, Suite 100, Salt Lake City, Utah 84117. To avoid controversy and establish
timely receipt by Kindly, it is suggested that stockholders send their proposals by certified mail, return receipt requested. Any director
nominations and stockholder proposals received after the October 6, 2025 deadline will be considered untimely and will not be considered
for inclusion in the proxy materials for the 2025 Annual Meeting nor will it be considered at the 2025 Annual Meeting.
Disclosure Channels to Disseminate Information
Kindly investors and others should note that Kindly
announces material information to the public about Kindly, its subsidiaries, including Nakamoto Holdings, Inc. (“Nakamoto”),
products and services and other issues through a variety of means, including Kindly’s website, Nakamoto’s website, press releases,
Kindly’s Securities and Exchange Commission filings, and social media, including our and our Chief Executive Officer’s social
media accounts, in order to achieve broad, non-exclusionary distribution of information to the public. Kindly encourages investors
and others to review the information we make public in the locations below as such information could be deemed to be material information.
Please note that this list may be updated from time to time.
Kindly Website: kindlymd.com
Nakamoto Website: nakamoto.com
For more information for Kindly investors,
including press releases, please visit: investors.kindlymd.com
For additional information, please follow the
following social media accounts:
Kindly's
Social Media Accounts: https://x.com/KindlyMD and https://www.linkedin.com/company/kindlymd
David
Bailey's Social Media Accounts: https://x.com/davidfbailey and
https://www.linkedin.com/in/david-bailey-btc/
Nakamoto's Social Media Accounts: https://x.com/nakamoto and https://www.linkedin.com/company/nakamotoholdings/
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: September 26, 2025 |
By: |
/s/ David Bailey |
| |
|
David Bailey |
| |
|
Chief Executive Officer |
