Kindly MD (NAKA) warns of higher share volatility after new S-3 filing

Rhea-AI Filing Summary

Kindly MD, Inc. filed an 8-K to share a letter it sent to shareholders on September 15, 2025. In the letter, the company explains that it filed a Form S-3 registration statement on September 12, 2025, which is a document that can allow it to sell securities or register securities for resale in the future. The company notes that it expects its share price volatility to increase for a period of time and reiterates its focus on its long-term vision. The shareholder letter is attached as Exhibit 99.1 and is furnished under a Regulation FD disclosure, meaning it is not treated as filed for liability purposes under Section 18 of the Exchange Act.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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.

1

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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FAQ

What did Kindly MD, Inc. (NAKA) disclose in this 8-K filing?

Kindly MD, Inc. disclosed that it published a letter to shareholders on September 15, 2025 explaining that it filed a Form S-3 registration statement on September 12, 2025 and discussing expected share price volatility and its long-term vision.

Why did Kindly MD, Inc. (NAKA) file a Form S-3?

The filing states that Kindly MD, Inc. filed a Form S-3 on September 12, 2025 and then sent a letter to shareholders explaining this action. The 8-K does not provide further details on the specific purpose or size of the Form S-3.

What does Kindly MD, Inc. (NAKA) say about future share price volatility?

The company’s shareholder letter, as described in the 8-K, notes that Kindly MD, Inc. expects its share price volatility to increase for a period of time, while emphasizing its commitment to its long-term vision.

How is the shareholder letter treated under SEC rules in this Kindly MD (NAKA) filing?

The shareholder letter attached as Exhibit 99.1 is furnished under Item 7.01 Regulation FD Disclosure. The company states that this information will not be deemed "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into Securities Act filings unless specifically identified.

Which exhibits are included in this Kindly MD, Inc. (NAKA) 8-K?

The filing lists Exhibit 99.1 as the letter to shareholders dated September 15, 2025 and Exhibit 104 as the cover page formatted in Inline XBRL.

Who signed the Kindly MD, Inc. (NAKA) 8-K related to the shareholder letter?

The 8-K was signed on behalf of Kindly MD, Inc. by David Bailey, the company’s Chief Executive Officer.