• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 424B3 filed by Kindly MD Inc.

    9/26/25 7:12:27 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care
    Get the next $NAKA alert in real time by email
    424B3 1 ea025907101-424b3_kindly.htm PROSPECTUS SUPPLEMENT

     

    PROSPECTUS SUPPLEMENT Filed Pursuant to 424(b)(3)

     

    To Prospectus dated May 6, 2025 Registration No. 333-274606

     

    KINDLY MD, INC.

     

     

    2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants

    and

    82,310 Shares of Common Stock

     

    This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-274606), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on September 26, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

     

    The Prospectus and this prospectus supplement relate to the issuance by Kindly MD, Inc., a Utah corporation, of up to 2,059,811 shares of common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the “Non-tradeable Warrants”) and the representative’s warrants (the “Representative’s Warrants” and, together with the Tradeable Warrants and the Non-tradeable Warrants, the “Warrants”) previously issued by us in our initial public offering that closed on June 3, 2024. We are not selling any shares of our common stock in this offering, and, as a result, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the holders of the Warrants. Upon exercise of the Warrants, however, we will receive proceeds from the exercise of such Warrants if exercised for cash.

     

    The Prospectus and the prospectus supplement also relate to the resale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to the Prospectus.

     

    You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

     

    Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA.” The last reported sale price of our common stock on Nasdaq on September 26, 2025 was $1.15 per share. Our Tradeable Warrants, previously listed on Nasdaq under the symbol “NAKAW,” have been delisted from Nasdaq and are now quoted on the OTC Pink marketplace under the symbol “NAKAW.”

     

    Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus and in the other documents that are incorporated by reference in the Prospectus.

     

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

     

    The date of this prospectus supplement is September 26, 2025.

     

     

     

     

     

    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): September 24, 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 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/

     

    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 26, 2025 By: /s/ David Bailey
        David Bailey
        Chief Executive Officer

     

    2

     

    Get the next $NAKA alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $NAKA

    DatePrice TargetRatingAnalyst
    9/3/2025$8.00Buy
    Maxim Group
    More analyst ratings

    $NAKA
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    Maxim Group initiated coverage on Kindly MD (dba Nakamoto) with a new price target

    Maxim Group initiated coverage of Kindly MD (dba Nakamoto) with a rating of Buy and set a new price target of $8.00

    9/3/25 8:05:07 AM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    $NAKA
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    $NAKA
    SEC Filings

    View All

    $NAKA
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Treasury Revolution Sparks 150% Stock Surges as Corporate Bitcoin Holdings Hit $113 Billion

    Equity Insider News Commentary Issued on behalf of CEA Industries, Inc. VANCOUVER, BC, Sept. 10, 2025 /PRNewswire/ -- Corporate treasury companies surge an average of 150% within 24 hours of announcing crypto adoption strategies, according to a 2025 Animoca Brands report[1], as digital asset treasuries amass $113 billion in Bitcoin stockpiles through September 2025[2]. The explosive momentum reflects a fundamental shift from traditional cash reserves to strategic cryptocurrency accumulation, with Crypto.com reporting over 90 public companies now holding Bitcoin on their balance sheets[3] as corporate America embraces digital assets as inflation hedges and growth catalysts. This treasury tran

    9/10/25 9:32:00 AM ET
    $BNC
    $CIFR
    $NAKA
    Industrial Machinery/Components
    Industrials
    Finance: Consumer Services
    Finance

    KindlyMD and Nakamoto Announce the Filing of the Definitive Information Statement in Connection with Proposed Merger

    Kindly MD, Inc. (NASDAQ:NAKA) ("KindlyMD"), a leading provider of integrated healthcare services, and Nakamoto Holdings Inc. ("Nakamoto"), a Bitcoin-native holding company, today announced that it has filed its definitive information statement with the U.S. Securities and Exchange Commission ("SEC") in connection with the proposed merger with Nakamoto. KindlyMD and Nakamoto expect to close the transaction on or around August 11, 2025, subject to other customary closing conditions. "Filing the definitive information statement is a critical milestone for this merger and accelerates our mission of acquiring one million Bitcoin," said David Bailey, Founder and CEO of Nakamoto. "I'm very proud

    7/22/25 7:30:00 AM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    YZi Labs Announces Support for 10X Capital's BNB Treasury Company in the U.S.

    New York, NY, July 09, 2025 (GLOBE NEWSWIRE) -- YZi Labs, an investment vehicle fueling impact in Web3, AI, and biotech, today announced its support for 10X Capital, a leading investment firm focused on digital assets & digital asset treasury companies, in establishing the BNB Treasury Company, an independent U.S. initiative for digital asset treasury management on BNB Chain. The BNB Treasury Company, which intends to pursue a public listing on a major U.S. stock exchange, aims to create a business that will provide investors in the USA with exposure to the growth and benefits of BNB, the world's 4th largest digital asset token by market cap, and will be focused exclusively on the BNB Ch

    7/9/25 8:50:19 PM ET
    $GLXY
    $NAKA
    Investment Bankers/Brokers/Service
    Finance
    Medical/Nursing Services
    Health Care

    SEC Form 424B3 filed by Kindly MD Inc.

    424B3 - Kindly MD, Inc. (0001946573) (Filer)

    9/26/25 7:12:43 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    SEC Form 424B3 filed by Kindly MD Inc.

    424B3 - Kindly MD, Inc. (0001946573) (Filer)

    9/26/25 7:12:59 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    SEC Form 424B3 filed by Kindly MD Inc.

    424B3 - Kindly MD, Inc. (0001946573) (Filer)

    9/26/25 7:12:27 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    Chief Financial Officer Barrera Jared was granted 6,400 shares, increasing direct ownership by 40% to 22,242 units (SEC Form 4)

    4 - Kindly MD, Inc. (0001946573) (Issuer)

    9/24/25 9:52:54 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    Chief Medical Officer Pickett Timothy was granted 92,246 shares, increasing direct ownership by 93% to 191,271 units (SEC Form 4)

    4 - Kindly MD, Inc. (0001946573) (Issuer)

    9/24/25 9:46:40 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    Director Weiss Eric Stanton was granted 112,781 shares (SEC Form 4)

    4 - Kindly MD, Inc. (0001946573) (Issuer)

    9/24/25 5:34:47 PM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    $NAKA
    Leadership Updates

    Live Leadership Updates

    View All

    Treasury Revolution Sparks 150% Stock Surges as Corporate Bitcoin Holdings Hit $113 Billion

    Equity Insider News Commentary Issued on behalf of CEA Industries, Inc. VANCOUVER, BC, Sept. 10, 2025 /PRNewswire/ -- Corporate treasury companies surge an average of 150% within 24 hours of announcing crypto adoption strategies, according to a 2025 Animoca Brands report[1], as digital asset treasuries amass $113 billion in Bitcoin stockpiles through September 2025[2]. The explosive momentum reflects a fundamental shift from traditional cash reserves to strategic cryptocurrency accumulation, with Crypto.com reporting over 90 public companies now holding Bitcoin on their balance sheets[3] as corporate America embraces digital assets as inflation hedges and growth catalysts. This treasury tran

    9/10/25 9:32:00 AM ET
    $BNC
    $CIFR
    $NAKA
    Industrial Machinery/Components
    Industrials
    Finance: Consumer Services
    Finance

    Nakamoto Holdings Appoints Andrew Creighton as Chief Commercial Officer to Lead Global Bitcoin Growth Strategy

    Nakamoto Holdings Inc. ("Nakamoto"), a Bitcoin-native holding company, which previously announced its anticipated merger with Kindly MD, Inc. (NASDAQ:NAKA) ("KindlyMD"), today announced the appointment of Andrew Creighton as Chief Commercial Officer. In this role, Andrew will lead Nakamoto's commercial strategy across global markets, including overseeing licensing, partnerships, capital formation, and regional expansion. Andrew is a seasoned operator with deep expertise in scaling international businesses, raising institutional capital, and securing transformational partnerships. He currently serves as Chief Commercial Officer of BTC Inc, publisher of Bitcoin Magazine and host of the annu

    6/25/25 9:00:00 AM ET
    $NAKA
    Medical/Nursing Services
    Health Care

    Nakamoto Holdings Appoints Tyler Evans as Chief Investment Officer to Lead Bitcoin-Native Capital Deployment

    Nakamoto Holdings Inc. ("Nakamoto"), a Bitcoin-native holding company, which previously announced its anticipated merger with Kindly MD, Inc. (NASDAQ:NAKA) ("KindlyMD"), today announced the appointment of Tyler Evans as Chief Investment Officer. Building on his six-year track record at UTXO Management, Tyler will lead the strategy and execution of Nakamoto's Bitcoin reserve deployment by originating and structuring deals across capital markets to grow the company's balance sheet and drive long-term shareholder value. Tyler brings over a decade of experience building Bitcoin-native financial infrastructure. He is a Co-Founder and Chief Investment Officer of UTXO Management, a thesis-driven

    6/18/25 9:18:00 AM ET
    $NAKA
    Medical/Nursing Services
    Health Care