Kindly MD inks 206M USDT Antalpha loan deal

Kindly MD, Inc., through its wholly owned subsidiary Naka SPV 2, LLC, entered into a Master Loan Agreement with Antalpha Digital Pte.

Rhea-AI Filing Summary

Kindly MD, Inc., through its wholly owned subsidiary Naka SPV 2, LLC, entered into a Master Loan Agreement with Antalpha Digital Pte. Ltd. for a term loan facility of 206,000,000 USDT bearing interest at 7.0% per year. The loan will be funded in tranches over up to five days, with the first tranche of up to 150,000,000 USDT, and will mature 30 days after the initial tranche, with an option for a further 30‑day extension.

The facility is secured solely by Bitcoin or other agreed digital assets and includes customary covenants, loan‑to‑value requirements, representations, warranties, and events of default. Kindly MD plans to use the proceeds to fully repay its existing Master Loan Agreement with Two Prime Lending Limited and to cover related costs. The company also disclosed a non‑binding agreement to indicative terms with Antalpha for a potential issuance of up to $250,000,000 of secured convertible notes, subject to negotiation and definitive documentation.

Insights

Credit and capital structure analyst

Kindly MD refinances debt with a large, short-term crypto-backed loan and explores sizable secured convertibles.

The company, via Naka SPV 2, LLC, obtained a term loan facility of 206,000,000 USDT from Antalpha at a 7.0% annual interest rate. Funding occurs in tranches over up to five days, with the first tranche up to 150,000,000 USDT, and the loan matures 30 days after the initial tranche with an optional additional 30-day extension. Collateral consists solely of Bitcoin or other digital assets agreed by the parties, and the agreement includes loan-to-value requirements and customary covenants and default provisions.

Proceeds are intended to fully satisfy an existing Master Loan Agreement with Two Prime Lending Limited and to pay related costs, effectively refinancing one obligation with another. This keeps leverage and liquidity dynamics closely tied to digital asset values because the collateral is crypto-based. The short tenor and restriction on prepayments during the initial 30 days concentrate refinancing and rollover risk if market or collateral conditions change.

The company also disclosed a non-binding agreement to indicative terms with Antalpha for a potential issuance of up to $250,000,000 of secured convertible notes, subject to definitive documentation. If completed on the outlined scale, such secured convertibles could materially influence future interest expense, maturity profiles, and potential equity dilution, but the outcome will depend on final terms and whether the transaction proceeds.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What loan agreement did Kindly MD (NAKA) enter into with Antalpha?

Kindly MD, through its wholly owned subsidiary Naka SPV 2, LLC, entered into a Master Loan Agreement with Antalpha Digital Pte. Ltd. for a term loan facility of 206,000,000 USDT at a 7.0% annual interest rate.

What are the key terms of Kindly MD's 206,000,000 USDT Antalpha loan?

The Antalpha loan bears 7.0% annual interest, is advanced in tranches over up to five days with a first tranche of up to 150,000,000 USDT, matures 30 days after the initial tranche, and can be extended once for an additional 30 days.

How is Kindly MD's Antalpha loan secured?

Obligations under the Antalpha Loan Agreement are secured solely by Bitcoin or other digital assets agreed between the company and Antalpha, and are subject to loan-to-value requirements and customary covenants.

How will Kindly MD use the proceeds from the Antalpha loan?

Kindly MD intends to use the proceeds to satisfy in full its existing obligations under a Master Loan Agreement dated September 30, 2025 with Two Prime Lending Limited and to pay costs and expenses related to the new Antalpha Loan Agreement.

Can Kindly MD prepay the Antalpha loan before maturity?

Amounts advanced under the Antalpha Loan Agreement may not be prepaid during the initial 30-day period. If the company elects the optional 30-day extension, the loan becomes prepayable during that extension period without premium or penalty.

What potential secured convertible notes did Kindly MD discuss with Antalpha?

Kindly MD disclosed a non-binding agreement to indicative terms with Antalpha for a potential issuance of up to $250,000,000 of secured convertible notes, which remains subject to negotiation and definitive documentation.

Does the disclosure about the potential $250,000,000 secured convertible notes bind Kindly MD?

No. The company described its agreement with Antalpha on the secured convertible notes as non-binding and subject in all respects to the negotiation and agreement of definitive documentation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 6, 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 1.01 - Entry into Material Agreement

Antalpha Loan Agreement

On October 6, 2025, Naka SPV 2, LLC (the “Company”), a Delaware limited liability company and wholly owned subsidiary of Kindly MD, Inc. ( “Kindly MD”), entered into a Master Loan Agreement, including a loan confirmation thereunder, with Antalpha Digital Pte. Ltd., a private company organized under the laws of Singapore (“Antalpha”) (such Master Loan Agreement being referred to as, the “Antalpha Loan Agreement”). The Antalpha Loan Agreement contemplates Antalpha extending a term loan facility in an aggregate principal amount of 206,000,000 USDT (the “Antalpha Loan”), bearing interest at a rate of 7.0% per annum. The Antalpha Loan will be advanced in separate tranches over a period of up to five days to allow for the transfer of collateral from Company to Lender. The first tranche of indebtedness will be equal to an aggregate amount of up to 150,000,000 USDT.

The Antalpha Loan will mature thirty days after the date of the extension of the initial tranche. The Company has the option to extend the maturity date for an additional period of 30 days. Amounts advanced under the Antalpha Loan Agreement may not be prepaid during the initial thirty day period, however, should the Company elect to the extend the loan maturity date for an additional thirty days, the loan shall be prepayable without premium or penalty during such optional extension period. The obligations under the Antalpha Loan Agreement are secured solely by Bitcoin or other digital assets agreed to by the Company and Antalpha, and are subject to customary affirmative and negative covenants, loan-to-value requirements, representations and warranties, and events of default.

The Company intends to use the proceeds of the Antalpha Loan to satisfy its existing obligations in full under that certain Master Loan Agreement, dated as of September 30, 2025, between the Company and Two Prime Lending Limited, a limited company existing under the laws of the British Virgin Islands, and to pay for costs and expenses incurred in connection with the Antalpha Loan Agreement.

The foregoing summary of the Antalpha Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 of this Current Report with respect to the Antalpha Loan Agreement is hereby incorporated by reference into this Item 2.03.

Item 7.01 - Regulation FD Disclosure

On October 7, 2025, Kindly MD issued a press release announcing the Company’s entry into the Antalpha Loan Agreement and, in connection therewith, its non-binding agreement to indicative terms with Antalpha for a potential issuance by the Company of up to $250,000,000 of secured convertible notes, subject in all respects to the negotiation and agreement of definitive documentation. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1, furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Loan Agreement dated October 6, 2025 by and between Antalpha Digital Pte. Ltd. and Naka 2 SPV, LLC.
99.1		Press Release dated October 7, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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: October 7, 2025	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

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