Kindly MD (NASDAQ: NAKA) faces Nasdaq minimum bid price compliance issue

Rhea-AI Filing Summary

Kindly MD, Inc. reported that it received a notice from Nasdaq that its common stock is not in compliance with the Nasdaq Global Market minimum bid price rule, because the closing bid has been below $1.00 per share for 30 consecutive business days.

The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Global Market under the symbol NAKA. Kindly MD has 180 calendar days, until June 8, 2026, to regain compliance by having its closing bid price at $1.00 per share or more for a minimum of 10 consecutive business days, with Nasdaq able to require up to 20 days. If the company cannot meet these requirements, it may apply to transfer to the Nasdaq Capital Market, pay a $5,000 application fee, and consider steps such as a reverse stock split. Failing compliance after the available periods could lead to its shares being subject to delisting, though the company could appeal.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency creates a clear compliance deadline and potential delisting risk if Kindly MD cannot lift its closing bid to $1.00 per share or more for a minimum of 10 consecutive business days within the cure period.

Insights

Equity market structure analyst

Nasdaq bid-price noncompliance introduces a defined delisting risk for Kindly MD.

Kindly MD disclosed that Nasdaq has deemed its common stock out of compliance with Listing Rule 5450(a)(1) because the closing bid stayed below $1.00 for 30 consecutive business days. This is a formal deficiency notice, but it does not immediately remove the stock from the Nasdaq Global Market, and trading under the symbol NAKA continues.

The company now has a 180-day cure period, ending on June 8, 2026, during which the closing bid must reach $1.00 or more for a minimum of 10 consecutive business days; Nasdaq may extend this to generally no more than 20 days. If that standard is not met, Kindly MD may seek a transfer to the Nasdaq Capital Market by submitting an application, paying a $5,000 fee, meeting other listing requirements, and indicating that it may use a reverse stock split to address the deficiency.

If the company does not cure the issue within the available compliance period or periods, Nasdaq can move to delist the shares, though Kindly MD would have the right to appeal to a Hearings Panel. The company states that it intends to actively monitor its minimum bid price and will consider available options, including a market transfer or reverse stock split, to attempt to regain compliance.

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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): December 10, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 10, 2025, Kindly MD, Inc., a Utah corporation (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the closing bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days.

The notice has no present impact on the listing of the Company’s securities, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbol “NAKA.”

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until June 8, 2026, to regain compliance. To regain compliance, during this 180-day compliance period, the closing bid price of the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days. Nasdaq may, in its discretion, require the Company to maintain such closing bid price for a period in excess of ten consecutive business days, generally no more than twenty consecutive business days, before determining that the Company has regained compliance.

In the event that the Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company must submit a transfer application and a $5,000 application fee no later than June 8, 2026, the end of the 180-day compliance period. The Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting.

If the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to actively monitor its minimum bid price of listed securities and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market.

2

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 12, 2025	By:	/s/ Teri Gendron
			Teri Gendron
			Chief Financial Officer

3

FAQ

What Nasdaq notice did Kindly MD (NAKA) receive about its stock listing?

Kindly MD received a notice from Nasdaq that its common stock is not in compliance with Nasdaq Listing Rule 5450(a)(1), because the closing bid price was less than $1.00 per share for the previous 30 consecutive business days.

How long does Kindly MD (NAKA) have to regain Nasdaq bid price compliance?

The company has 180 calendar days, until June 8, 2026, to regain compliance under Nasdaq Listing Rule 5810(c)(3)(A).

What must Kindly MDs share price do to regain Nasdaq compliance?

During the 180-day period, the closing bid price of Kindly MDs common stock must be at $1.00 per share or more for a minimum of 10 consecutive business days, and Nasdaq may, at its discretion, require up to 20 consecutive business days before determining that compliance has been regained.

What happens if Kindly MD (NAKA) cannot regain compliance by June 8, 2026?

If compliance is not regained by June 8, 2026, the company may be eligible for additional time by transferring to the Nasdaq Capital Market, subject to submitting a transfer application, paying a $5,000 fee, meeting other listing standards, and indicating that it intends to cure the bid price deficiency, potentially through a reverse stock split. If it still does not cure the deficiency within the available periods, Nasdaq may move to delist the shares, and the company could then appeal to a Hearings Panel.

Does the Nasdaq notice immediately affect trading in Kindly MD (NAKA) stock?

No. The notice has no present impact on the listing of the companys securities, and the common stock continues to trade on the Nasdaq Global Market under the symbol NAKA.

What options is Kindly MD considering to address the Nasdaq listing deficiency?

The company states that it intends to actively monitor its minimum bid price and will consider available options to regain compliance, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split.