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 9, 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 | ||
| 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 1.01 Entry into a Material Definitive Agreement.
On September 9, 2025, Nakamoto Holdings, Inc., a Delaware corporation (“Nakamoto”) and wholly-owned subsidiary of Kindly MD, Inc., a Utah corporation (the “Company”), made a commitment to purchase up to $30 million of shares of common stock of Metaplanet Inc., a corporation organized under the laws of Japan, (TSE: 3350) (OTC:MTPLF) (“Metaplanet”), in connection with Metaplanet’s previously announced international equity financing (the “International Offering”).
The purchase price per share of Metaplanet’s common stock (the “Metaplanet Stock”) will be set at a discount of approximately 10% to the closing price of its Common Stock on the Tokyo Stock Exchange as September 9, 2025 (JPY 614 or approximately $4.17). The International Offering is expected to fund on September 16, 2025, with a delivery of the Metaplanet Stock anticipated on September 17, 2025. The Metaplanet Stock will be acquired directly from Metaplanet in the International Offering, and payment will be made in U.S. dollars. No separate share purchase agreement or subscription document was required to be signed by the Company in connection with its commitment.
The audit committee of the Company’s board of directors approved the $30 million investment pursuant to the Company’s Related Person Transaction Policy. This approval was required because David Bailey, the Company’s Chief Executive Officer and Chairman of the Board, serves on the advisory board of Metaplanet; Tyler Evans, the Company’s Chief Investment Officer, is a director of Metaplanet; and Mark Yusko, a director of the Company, is a director of Metaplanet.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on September 9, 2025 announcing the investment in the International Offering, a copy of which is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 8.01 Other Events.
The Company is furnishing updated information regarding the beneficial ownership of its common stock by directors, executive officers, and holders of more than 5% of the Company’s outstanding shares. The following table sets forth, as of September 8, 2025, the beneficial ownership of the common stock by (i) each director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each stockholder known by the Company to own beneficially more than 5% of the Company’s outstanding common stock.
1
Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. Unless otherwise indicated, each individual has sole voting and investment power with respect to the shares beneficially owned. Percentages are based on 376,146,058 shares of common stock outstanding as of September 9, 2025.
| Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned | Percent of Shares of Common Stock Outstanding | ||||||
| Directors and Executive Officers | ||||||||
| David Bailey(2) | 11,160,570 | 2.97 | % | |||||
| Jared Barrera | 15,842 | * | % | |||||
| Tyler Evans | 2,410,865 | * | % | |||||
| Andrew Creighton | 3,124,971 | * | % | |||||
| Amanda Fabiano | — | — | ||||||
| Tim Pickett(2) | 2,985,769 | * | % | |||||
| Mark Yusko | 2,100,000 | * | % | |||||
| Charles (Chad) Blackburn | — | — | ||||||
| Perianne Boring | — | — | ||||||
| Greg Xethalis | — | — | ||||||
| Eric Weiss | — | — | ||||||
| All officers & directors as a group (11 individuals) | 21,798,017 | 5.80 | % | |||||
| 5% Shareholders | ||||||||
| Verition Multi-Strategy Master Fund Ltd.(3) | 37,781,847 | 9.99 | % | |||||
| * | Indicates beneficial ownership of less than 1% of the total issued and outstanding shares of common stock. |
| (1) | Unless otherwise indicated, the business address of each of the following is 5097 South 900 East, Suite 100, Salt Lake City, UT 84117. |
| (2) | Includes (i) 97,025 shares of common stock held directly by Tim Pickett and (ii) 2,886,744 shares of common stock owned by Wade Rivers, LLC. Mr. Pickett and his spouse serve as the co-investment trustees of The Wade Rivers Trust, which is the sole Member of Wade Rivers, LLC. |
| (3) | Includes 35,920,429 shares of common stock issued pursuant to the Subscription Agreements and (ii) 1,694,759 shares of common stock issuable upon exercise of a prefunded warrant, dated August 14, 2025 (the "Prefunded Warrant"), by and between the Company and Verition Multi-Strategy Master Fund Ltd. (the "Fund"). Under the terms of the Prefunded Warrant, the Fund may not exercise the Prefunded Warrant if such exercise would cause the Fund to beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. Verition Fund Management LLC ("Verition") is the investment manager of the Fund and Nicholas Maounis is the managing member of Verition. Verition and Mr. Maounis may be deemed to have voting and investment control over these securities, however both disclaim beneficial ownership over these securities, except to the extent of their respective pecuniary interests therein. The business address for the Fund is One American Lane, Greenwich, CT, 06831. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated as of September 9, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
2
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 10, 2025 | By: | /s/ David Bailey |
| David Bailey | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
KindlyMD Subsidiary Nakamoto Announces $30 Million Investment in Metaplanet
Investment Supports Metaplanet’s International Offering to Accelerate Bitcoin Accumulation and Expand BTC Net Asset Value
Salt Lake City, UTAH – September 9, 2025 – KindlyMD, Inc. (NASDAQ:NAKA) (“KindlyMD”), a provider of integrated healthcare services and a Bitcoin treasury vehicle, today announced that its subsidiary, Nakamoto Holdings Inc. (“Nakamoto”), has made an up to $30 million commitment to invest in the recently announced international equity financing in common stock of Metaplanet Inc. (“Metaplanet,” and such financing, the “International Offering”), Japan’s first and leading Bitcoin treasury company. This transaction would mark Nakamoto’s largest single investment to date and its first in an Asian public company with a Bitcoin treasury strategy.
The primary objective of the International Offering is to acquire a large amount of Bitcoin in a short period of time while significantly expanding Bitcoin net asset value. The Company’s investment in the International Offering is expected to be funded on September 16, 2025, and the issuance and delivery of the common stock issued thereunder is expected to occur on September 17, 2025. The proceeds of the offering are expected to be allocated primarily to the purchase of Bitcoin.
“Metaplanet has established itself as a leader in Japan’s Bitcoin landscape through its commitment to advancing financial innovation and driving the global adoption of Bitcoin,” said David Bailey, Chairman and CEO of KindlyMD. “By positioning Bitcoin as the cornerstone of its financial approach, Metaplanet has become one of Japan’s leading public companies and a global leader in corporate Bitcoin strategies. We are proud to support their mission and believe this investment will further strengthen the global network of companies placing Bitcoin at the center of institutional finance.”
As Japan’s first and leading Bitcoin treasury company, Metaplanet is dedicated to maximizing Bitcoin Yield while maintaining a sustainable and scalable capital structure. On September 1, 2025, Metaplanet shareholders authorized two classes of perpetual preferred shares, reflecting Metaplanet’s intention to pioneer Japan’s Bitcoin-backed fixed income market. Together with common equity issuance, these tools are designed to optimize long-term Bitcoin accumulation and align its corporate strategy with the world’s most secure, decentralized monetary network.
About KindlyMD
KindlyMD® is a patient-first and healthcare data company redefining value-based care and patient-centered medical services. Formed in 2019, KindlyMD leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide value based, algorithmic guidance on the use of alternative medicine in healthcare. In August 2025, KindlyMD completed its merger with Nakamoto Holdings Inc., a Bitcoin-native holding company. This strategic partnership formed a public Bitcoin treasury strategy that unites KindlyMD’s healthcare expertise with Nakamoto’s vision of integrating Bitcoin into global capital markets, creating a diversified entity focused on both healthcare innovation and Bitcoin treasury management.
Forward-Looking Statements
All statements, other than statements of historical fact, included in this press release that address activities, events or developments that that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws, related to the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include statements about our future operations, business strategies, plans, objectives, expectations, intentions, goals, projections, prospects, future events, or performance, as well as underlying assumptions. These statements-covering matters such as expectations, plans, strategic outlooks, financial projections, market conditions, regulatory environments, Bitcoin-related strategies, Bitcoin treasury management activities, and the Company’s anticipated holding of Bitcoin as part of its corporate treasury are inherently uncertain and involve numerous assumptions and risks.
Forward-looking terms used may include, but are not limited to, “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,” “aim,” “target,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, descriptions of the Company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, including the purchase, custody, and potential sale or other use of Bitcoin, synergies, opportunities and anticipated future performance, including the management team and board of directors of the Company. These statements may also relate to broader macroeconomic trends, industry developments, technology adoption, competitive positioning, market expansion, product launches, research and development efforts, acquisitions or dispositions, legal or regulatory developments, and other initiatives that could affect our future business performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include risks relating to Bitcoin market volatility, cybersecurity and custody of digital assets, potential changes in laws or accounting standards relating to cryptocurrency, and regulatory developments affecting Bitcoin or other digital assets, as well as the risk that changes in the Company’s capital structure and governance could have adverse effects on the market value of its securities; the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Company operating results and business generally; the risk that the Company may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; adverse impacts from geopolitical events, health crises, supply chain disruptions, changes to laws or accounting standards, cybersecurity threats or data breaches, intellectual property disputes, competitive pressures, or changes in consumer behavior; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Company’s control, including those detailed in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q, Current Reports on Form 8-K, and such other documents of the Company filed, or to be filed, with the SEC that are or will be available on the Company’s website at www.kindlymd.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing contained herein constitutes an offer to buy or sell securities of the Company or any other party, nor does it constitute a solicitation of any proxy or vote.
Contacts
Investor Relations:
Valter Pinto, Managing Director
KCSA Strategic Communications
(212) 896-1254
KindlyMD@KCSA.com
Media:
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Nakamoto@gasthalter.com