M&A - Kindly MD, Inc.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012417

Filing Summary: On May 21, 2025, Kindly MD, Inc. purchased 23 Bitcoin for approximately $2,300,000 as part of its Bitcoin treasury strategy linked to its proposed merger with Nakamoto Holdings Inc., a Bitcoin-native holding company. The purchase was financed through proceeds from the exercise of warrants, which led to the issuance of 1,437,362 shares of common stock since May 12, 2025, generating $8,748,370 in total. A press release detailing this acquisition was issued on May 27, 2025, and is attached as Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390025047050

Filing Summary: On May 12, 2025, Kindly MD, Inc. entered into a Merger Agreement with Kindly Holdco Corp, Nakamoto Holdings Inc., and Wade Rivers, LLC. The merger will involve Merger Sub merging into Nakamoto, with Nakamoto becoming a wholly-owned subsidiary of Kindly. Additionally, on May 20, 2025, Kindly filed a Certificate of Assumed Name allowing it to conduct business under the name 'Nakamoto'. As part of the merger process, Kindly changed its trading symbols on Nasdaq from KDLY to NAKA for its Common Stock and from KDLYW to NAKAW for its Warrants, effective May 23, 2025. A press release announcing the change was issued on that date. No changes to the company's capital structure or security holders' rights have been made due to the ticker change.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045969

Filing Summary: On May 18, 2025, Kindly MD, Inc. received written shareholder consent from the Majority Shareholders to adopt and approve various proposals related to a merger. This includes approving the Merger Agreement, which facilitates a merger between Kindly MD, Inc. and Nakamoto Holdings Inc., with Nakamoto becoming a wholly-owned subsidiary. Additional approved proposals involve a private placement of shares totaling approximately $510 million, issuance of shares to Nakamoto stockholders and PIPE Subscribers, and changes to corporate governance including reclassification of the board of directors and amendments to the company's articles and bylaws. A press release announcing the approval by the Majority Shareholders was issued on May 20, 2025.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025041722

Filing Summary: On May 12, 2025, Kindly MD, Inc. entered into a Merger Agreement with Kindly Holdco Corp, Nakamoto Holdings Inc., and Wade Rivers, LLC. The agreement entails a merger where Kindly Holdco will merge with Nakamoto, with Nakamoto becoming a wholly-owned subsidiary of Kindly. As part of the merger, holders of Nakamoto's Class A and Class B common stock will collectively receive 22.3 million shares of Kindly common stock at a price of $1.12 per share. The merger is subject to customary closing conditions, including stockholder approval, and must be completed by November 14, 2025. Additionally, Kindly and certain stockholders executed a Support Agreement binding them to vote in favor of the merger and restrict selling shares during the merger period. Merger completion also relies on various financial agreements, including a $510 million PIPE financing and a $200 million secured convertible debenture with YA II PN, Ltd. Furthermore, shareholders of Kindly will receive registration rights for their common stock. The merger and related transactions are expected to position Kindly favorably in the market.