Kindly MD Inc. filed SEC Form 8-K: Shareholder Director Nominations, Other Events
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Item 5.08 Shareholder Director Nominations.
To the extent applicable, the section entitled “2025 Annual Shareholder Meeting” in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
2025 Annual Shareholder Meeting
On September 24, 2025, the board of directors (the “Board”) of Kindly MD, Inc., a Utah corporation (“Kindly”), established December 17, 2025 as the date of Kindly’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and set October 23, 2025 as the record date for determining stockholders entitled to receive notice of and vote at the 2025 Annual Meeting. The meeting will be a virtual meeting conducted by live webcast on the internet. Additional details regarding the 2025 Annual Meeting, including the time and matters to be voted upon, will be set forth in Kindly’s definitive proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Because the date of the 2025 Annual Meeting is being advanced by more than 30 calendar days from the anniversary of Kindly’s prior annual meeting held on November 8, 2024, the deadline for stockholder nominations or proposals for consideration at the 2025 Annual Meeting set forth in Kindly’s 2024 Proxy Statement no longer applies. As such, Kindly is filing this Current Report on Form 8-K to inform stockholders of the change in date of the 2025 Annual Meeting and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.
In order for stockholder proposals to be presented at the 2025 Annual Meeting, including by means of inclusion of a stockholder proposal in the proxy materials under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Kindly’s Second Amended and Restated Bylaws, Kindly must receive proper notice at Kindly’s principal executive offices not later than the close of business on October 6, 2025, which is the tenth (10th) day following the filing date of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting. The October 6, 2025 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange Act. In addition to satisfying the foregoing requirements, stockholders who intend to solicit proxies in support of director nominees other than Kindly’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and Kindly’s Second Amended and Restated Bylaws by October 6, 2025.
Stockholder written proposals should be delivered to Kindly, MD Inc., c/o General Counsel, 5097 South 900 East, Suite 100, Salt Lake City, Utah 84117. To avoid controversy and establish timely receipt by Kindly, it is suggested that stockholders send their proposals by certified mail, return receipt requested. Any director nominations and stockholder proposals received after the October 6, 2025 deadline will be considered untimely and will not be considered for inclusion in the proxy materials for the 2025 Annual Meeting nor will it be considered at the 2025 Annual Meeting.
Disclosure Channels to Disseminate Information
Kindly investors and others should note that Kindly announces material information to the public about Kindly, its subsidiaries, including Nakamoto Holdings, Inc. (“Nakamoto”), products and services and other issues through a variety of means, including Kindly’s website, Nakamoto’s website, press releases, Kindly’s Securities and Exchange Commission filings, and social media, including our and our Chief Executive Officer’s social media accounts, in order to achieve broad, non-exclusionary distribution of information to the public. Kindly encourages investors and others to review the information we make public in the locations below as such information could be deemed to be material information. Please note that this list may be updated from time to time.
Kindly Website: kindlymd.com
Nakamoto Website: nakamoto.com
For more information for Kindly investors, including press releases, please visit: investors.kindlymd.com
For additional information, please follow the following social media accounts:
Kindly's Social Media Accounts: https://x.com/KindlyMD and https://www.linkedin.com/company/kindlymd
David Bailey's Social Media Accounts: https://x.com/davidfbailey and https://www.linkedin.com/in/david-bailey-btc/
Nakamoto's Social Media Accounts: https://x.com/nakamoto and https://www.linkedin.com/company/nakamotoholdings/
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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: September 26, 2025 | By: | /s/ David Bailey |
| David Bailey | ||
| Chief Executive Officer | ||
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