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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. |
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 |
