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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):
September 15, 2025
Kindly MD, Inc.
(Exact name of registrant as specified in its charter)
| 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 7.01 Regulation FD Disclosure.
On September 15, 2025, Kindly MD, Inc., a Utah
corporation (the “Company”) published a letter to its shareholders explaining that it had filed a Form S-3 on September
12, 2025. The letter noted that the Company expects share price volatility to increase for a period of time but emphasized its commitment
to its long-term vision. A copy of the letter is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
into this Item 7.01 by reference.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Letter to Shareholders, dated September 15, 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: September 15, 2025 |
By: |
/s/ David Bailey |
| |
|
David Bailey |
| |
|
Chief Executive Officer |
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