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): December 17, 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 5.07. Submission of Matters to a Vote of Security Holders.
On December 17, 2025, Kindly MD, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) in a virtual format. At the close of business on October 23, 2025, the record date for the Annual Meeting (the “Record Date”), there were 431,653,091 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date. At the Annual Meeting, 262,599,301 of the Company’s 431,653,091 outstanding shares of Common Stock entitled to vote as of the Record Date, or approximately 60.84%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The four proposals voted on at the Annual Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on November 3, 2025 (the “Proxy Statement”).
The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:
Proposal No. 1: Election of Two Class I Directors
The Company’s stockholders elected the two Class I directors listed below, each to serve for a term of three years, expiring at the Company’s 2028 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation, or removal from office, as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Perianne Boring | 175,609,629 | 3,405,837 | 83,583,835 | |||||||||
| Greg Xethalis | 177,807,559 | 1,207,907 | 83,583,835 | |||||||||
Proposal No. 2: Approval of the Conversion of Kindly MD from a Utah Corporation to a Delaware Corporation
The Company’s stockholders approved the conversion of Kindly MD from a Utah corporation to a Delaware corporation, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 178,012,673 | 686,494 | 316,298 | 83,583,836 | |||||||||||
Proposal No. 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent, registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 261,930,018 | 396,423 | 272,861 | ||||||||
| 2 |
Proposal No. 4: Approval of the Adjournment of the Annual Meeting to a Later Date or Dates, if Necessary, to Permit Further Solicitation and Voting of Proxies in the Event there are not Sufficient Votes in Favor of Proposals 1-3 or if There are not Sufficient Shares Present to Establish a Quorum
The Company’s stockholders approved the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there are not sufficient votes in favor of proposals 1-3 or if there are not sufficient shares present to establish a quorum, as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 255,270,823 | 7,003,441 | 325,037 | ||||||||
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on December 18, 2025 announcing the 2025 Repurchase Program (as defined below), 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.
2025 Repurchase Program
On December 18, 2025, the Board of Directors the Company approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $10 million of the Company’s outstanding shares of Common Stock. Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through trading plans established to comply with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.
In connection with the 2025 Repurchase Program, on December 18, 2025, the Company entered into a Rule 10b-18 Repurchase Plan (the “Repurchase Plan”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Plan will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.0075 for each share of Common Stock repurchased pursuant to the Repurchase Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated December 18, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| 3 |
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: December 18, 2025 | By: | /s/ David Bailey |
| David Bailey | ||
| Chief Executive Officer | ||
| 4 |
Exhibit 99.1
KindlyMD Announces Authorization of Share Repurchase Program
Program Enhances Financial Flexibility and Reflects Confidence in Long-Term Bitcoin Operations
Salt Lake City, UT, December 18, 2025 – KindlyMD, Inc. (NASDAQ: NAKA) (“KindlyMD” or “the Company”), a provider of integrated healthcare services and a Bitcoin treasury company via its subsidiary Nakamoto Holdings, Inc. (“Nakamoto”), today announced that its Board of Directors (the “Board”) has authorized a share repurchase program under which the Company may repurchase its outstanding common stock.
“This share repurchase program reflects our confidence in the long-term value of the Company and adds an important degree of flexibility to our capital allocation framework,” said David Bailey, Chairman and CEO of KindlyMD. “As shareholders ourselves, we remain focused on deploying capital with discipline and intention, balancing continued investment in our strategic priorities with actions we believe will drive durable value for all shareholders.”
Under the newly authorized program, KindlyMD may repurchase shares of its common stock from time to time through open-market purchases, privately negotiated transactions, block trades, and/or other legally permissible means. Repurchases may also be effected pursuant to Rule 10b5-1 trading plans and will be conducted in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The timing, amount, and method of any share repurchases will be determined by management based on market conditions, share price, trading volume, capital requirements, regulatory considerations, and other factors. The program does not obligate the Company to repurchase any particular number of shares and may be modified, suspended, or terminated at any time at the Board’s discretion.
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 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.
About Nakamoto
Nakamoto is a Bitcoin company building a global portfolio of Bitcoin-native companies. Nakamoto plans to grow its Bitcoin holdings through disciplined accumulation and to leverage its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. Nakamoto aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit nakamoto.com.
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.
Media Contact
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Nakamoto@gasthalter.com
Investor Relations Contact
Sean
Mansouri, CFA / Aaron D’Souza
Elevate IR
(720) 330-2829
NAKA@elevate-ir.com