Kindly MD, Inc. (NAKAW) plans cash redemption of $203M convertible debenture

Rhea-AI Filing Summary

Kindly MD, Inc. reported that on September 15, 2025 it sent a redemption notice to the holder of its Secured Convertible Debenture dated August 15, 2025. The company plans to redeem on September 29, 2025 all amounts under the debenture that have not been converted by that date, paying cash equal to 100% of the outstanding principal plus a 1.5% payment premium, with payment to be delivered on September 30, 2025. If the holder does not convert any portion of the debenture, the total cash redemption amount including the 1.5% premium would be $203,000,000, and there will be no accrued or unpaid interest due as of the redemption date.

Insights

Capital structure and credit analyst

Kindly MD plans a cash redemption of a large convertible debenture, removing related interest but requiring substantial cash.

Kindly MD, Inc. has issued a redemption notice for its Secured Convertible Debenture dated August 15, 2025. The company states it will redeem all amounts not converted by September 29, 2025 in cash at 100% of outstanding principal plus a 1.5% payment premium, with funds delivered on September 30, 2025. If no conversion occurs, the total redemption amount including the premium would be $203,000,000.

This action would eliminate any remaining principal and related interest obligations on the debenture, as the company notes there will be no accrued or unpaid interest due as of the redemption date. The actual cash outlay depends on how much of the debenture the holder elects to convert before redemption, which is not detailed here. Subsequent disclosures in company filings can clarify how much, if any, of the debenture is ultimately converted instead of redeemed for cash.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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 8.01 Other Events.

On September 15, 2025, Kindly MD, Inc., a Utah corporation (the “Company”) issued a notice of redemption (“Redemption Notice”) to the holder of its Secured Convertible Debenture, dated August 15, 2025 (the “Debenture”), in accordance with Section 2(a)(i) of the Debenture.

Pursuant to the Redemption Notice, on September 29, 2025 (the “Redemption Date”) the Company will redeem all amounts outstanding under the Debenture that have not been converted prior to or on the Redemption Date in cash equal to 100% of the outstanding principal amount of the Debenture, plus a 1.5% payment premium, with any such cash amounts delivered to the holder of the Debenture on September 30, 2025. If the holder of the Debenture does not elect to convert the Debenture, the total redemption amount plus 1.5% payment premium would be equal to $203,000,000. There will be no accrued or unpaid interest due and payable under the Debenture as of the Redemption Date.

A copy of the Debenture is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
4.1		Secured Convertible Debenture, dated August 15, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 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 16, 2025	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

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FAQ

What did Kindly MD, Inc. (NAKAW) announce about its Secured Convertible Debenture?

Kindly MD, Inc. disclosed that on September 15, 2025 it sent a redemption notice for its Secured Convertible Debenture dated August 15, 2025. The company plans to redeem all unconverted amounts in cash at 100% of outstanding principal plus a 1.5% payment premium on the September 29, 2025 redemption date.

How much could Kindly MD, Inc. pay to redeem the debenture if there is no conversion?

If the holder does not elect to convert any portion of the Secured Convertible Debenture, the company states that the total cash redemption amount, including the 1.5% payment premium, would be $203,000,000.

When will the redemption payment on Kindly MD, Inc.’s debenture be delivered?

According to the disclosure, Kindly MD, Inc. will redeem the debenture on September 29, 2025, and any related cash amounts will be delivered to the holder of the debenture on September 30, 2025.

Will there be any accrued interest owed on Kindly MD, Inc.’s debenture at redemption?

The company states that there will be no accrued or unpaid interest due and payable under the Secured Convertible Debenture as of the September 29, 2025 redemption date.

What securities of Kindly MD, Inc. are listed in this filing?

The filing lists Common Stock, par value $0.001, trading under the symbol NAKA on The Nasdaq Stock Market LLC, and tradeable warrants to purchase shares of common stock, par value $0.001 per share, trading under the symbol NAKAW on the OTC Pink Market.

Where can investors find the full terms of Kindly MD, Inc.’s Secured Convertible Debenture?

The company indicates that a copy of the Secured Convertible Debenture dated August 15, 2025 is filed as Exhibit 4.1, and that this exhibit is incorporated by reference into the disclosure about the redemption.