Kindly MD, Inc.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 19, 2025
NAKA$5.67+1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001641172-25-022128
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001493152-25-024260
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 85 previous paragraphs and 89 current paragraphs.
21 unchanged; 30 reworded; 38 added; 33 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and also with our audited consolidated financial statements and notes thereto included in our Form 10-K.
Current report
Unless the context otherwise requires, references to the “Company”, “KindlyMD”, “we”, “us”, and “our” in this section are intended to mean the business and operations of Kindly MD, Inc. and its consolidated subsidiaries.
Current report
Bitcoin Treasury Operations
Current report
Our operational focus on acquiring and holding Bitcoin and our vision to adopt a Bitcoin treasury strategy began through our merger (the “Merger”) with Nakamoto Holdings Inc., a privately held Bitcoin treasury company (“Nakamoto”) on August 14, 2025, pursuant to that certain Agreement and Plan of Merger dated May 12, 2025, by and among our Company, Nakamoto, and the other parties thereto (the “Merger Agreement”). In addition to directly acquiring and holding Bitcoin, our strategy includes investing in securities of other Bitcoin-treasury companies and select operating businesses in the Bitcoin ecosystem to accelerate network effects and broaden access to Bitcoin-native balance sheets. We seed and support Bitcoin treasury companies globally, alongside capital formation to expand corporate Bitcoin holdings.
Current report
Merger with Nakamoto Holdings, Inc.
Current report
As further described in Note 3 – Asset Acquisition, On August 14, 2025, we completed our Merger with Nakamoto, a Bitcoin treasury strategy company, through a reverse triangular merger. The acquisition was effectuated through the issuance of approximately 22 million common shares to the acquiree.
Current report
Other Expenses
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Net loss per share decreased by $0.74, or 148.0%, to $(1.24) for the nine months ended September 30, 2025, compared to $(0.50) for the nine months ended September 30, 2024.
Current report
Our principal sources of liquidity consist of cash and cash equivalents, revenues generated from operations, borrowings under our debt facilities and issuances of Common Stock. We have also used our Bitcoin reserves to fund strategic investments.
Current report
The largest portion of our uses of liquidity during the nine months ended September 30, 2025, include discretionary purchases of Bitcoin and investments in unconsolidated affiliates. During the period we also incurred costs associated with financing arrangements and funded our operating loss. For the nine months ended September 30, 2025, the Company incurred an operating loss of $13,838,754 and used cash flows in operating activities of $15,943,968.
Current report
Our short-term liquidity needs include primarily working capital requirements, the upcoming maturity of our $206,000,000 Master Loan Agreement with Antalpha Digital Pte. Ltd., a private company organized under the laws of Singapore (“Holder”) (such Master Loan Agreement being referred to as, the “Loan Agreement”), additional Bitcoin security requirements under the Loan Agreement to maintain agreed-upon loan-to-value ratios, as well as discretionary purchases of Bitcoin and additional investments in Bitcoin companies. As of September 30, 2025, we had cash and cash equivalents of $24,185,083 and total working capital deficit of $187,407,725. As of September 30, 2025, $4,994,570,615 of our Common Stock remains available for issuance and sale under the Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC; Cantor Fitzgerald & Co.; B. Riley Securities, Inc.; The Benchmark Company, LLC; Canaccord Genuity LLC; Cohen & Company Capital Markets (a division of Cohen & Company Securities, LLC); Craig-Hallum Capital Group LLC; Needham & Company, LLC; and Yorkville Securities, LLC, associated with our August 26, 2025 At-The-Market Offering. As of September 30, 2025, we held 5,398 Bitcoin with an aggregate market value of 615,798,837, approximately $331,171,549 of which were pledged as collateral under our Loan Agreement. The remaining unencumbered Bitcoin with a market value of $284,627,288 are available for general corporate purposes. We expect that our cash and cash equivalents and our revenues generated from our current operations will not be sufficient to cover our needs over the next twelve months; we expect to meet remaining needs through borrowings under existing or new financing arrangements, issuances of equity, and selective Bitcoin sales.
Current report
Our long-term liquidity requirements will continue to include funding operations, debt service under our financing arrangements, discretionary purchases of Bitcoin and strategic investments, funded primarily through revenues from operations, financing arrangements and stock issuances. As our strategy includes investing in select operating businesses in the Bitcoin ecosystem, success implementing this strategy may result in both changes to our liquidity requirements and sources of funding in future periods.
Current report
Critical Accounting Estimates
Current report
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity/deficit, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
Current report
Fair Value Measurements
Current report
As defined in ASC 820,Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
Current report
Digital Assets
Current report
The Company accounts for its digital assets, which currently are comprised solely of Bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) Topic 350-60, “Intangibles—Goodwill and Other—Crypto Assets.” The Company has ownership of and control over its digital assets and may use third-party custodial services to secure it. The Company’s digital assets are initially recorded at cost and are subsequently remeasured on the balance sheet at fair value.
Current report
The Company determines the fair value of its digital assets on a recurring basis in accordance with ASC Topic 820, “Fair Value Measurement,” based on quoted prices on the active exchange that the Company has determined is its principal market for such digital assets (Level 1 inputs). The Company determines the cost basis of digital assets using the specific identification of each unit received. Realized and unrealized gains and losses from changes in the fair value of digital assets are recognized in the statement of operations.
Current report
The Company purchases Bitcoin for long-term investment. It intends to hold its digital assets for long-term gains and treats them as long term capital assets for tax purposes. Unrealized gains/losses are treated as capital gains/losses for tax purposes. See Part I, Item 1 “Financial Statements-Note 5 Digital Assets to the Consolidated Financial Statements-” of this Form 10-Q for additional information regarding the Company’s purchases and sales of digital assets.
Current report
Fair Market Value
Current report
Digital assets are measured in their fair market values using the last close price of the day in the Coordinated Universal Time zone at each reporting period end on the balance sheet. The Company’s digital assets are presented as current assets.
Current report
Acquisitions
Current report
The Company accounts for acquisitions in accordance with ASC 805,“Business Combinations”. The Company evaluates each transaction to determine whether the acquired set of assets and activities constitute a business. If the acquired set meets the definition of a business, the transaction is accounted for as a business combination, and the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest at their respective acquisition date fair values. Any excess of the purchase consideration over the fair value of the net identifiable assets acquired is recorded as goodwill.
Current report
If the acquired set of assets and activities does not meet the definition of a business, the transaction is accounted for as an asset acquisition. In an asset acquisition, the cost of the acquisition, including direct transaction costs, is allocated to the assets acquired and liabilities assumed on a relative fair value basis, and no goodwill is recognized. The Company determines the fair value of consideration transferred, including the fair value of any equity instruments issued, based on market participant assumptions in accordance with ASC 820,“Fair Value Measurement”.
Current report
Investments in Equity Securities
Current report
The Company’s investments in equity securities primarily consist of minority, non-controlling interests in unconsolidated affiliates that do not provide the Company to exercise significant influence over the investees’ operating or financial policies. Accordingly, these investments are accounted for in accordance with ASC 321,“Investments – Equity Securities”.
Current report
Investments in publicly traded equity securities are measured at fair value, with unrealized gains and losses recognized in earnings each reporting period. Fair value is based on quoted market prices of the investee’s common stock on the applicable exchange, translated into U.S. dollars using the period end spot foreign-exchange rate when denominated in a foreign currency.
Current report
Investments in privately held equity securities that do not have readily determinable fair values are accounted for under the measurement alternative in ASC 321-10-35-2. These investments are initially recorded at cost and are subsequently adjusted for observable price changes in orderly transactions for the identical or similar securities and for impairments when events or circumstances indicate the carrying amount may not be recoverable. Qualitative impairment assessments are performed quarterly and consider factors such as investee financial performance, macroeconomic conditions, and regulatory developments. See Note -11 Investments for further information.
Current report
For equity investments denominated in foreign currencies, changes in fair value reflect the combined effect of market price movements and foreign-currency translation adjustments. For publicly traded equity securities measured at fair value through net income, all changes in fair value, including those resulting from currency translation, are recognized in earnings.
Current report
Debt vs. Equity Classification
Current report
The Company evaluates all financial instruments its issues, including convertible instruments, preferred stock, warrants, and other contracts on the Company’s own equity, to determine whether such arrangements should be accounted for as liabilities or equity in accordance with applicable U.S. GAAP, primarily ASC 480,“Distinguishing Liabilities from Equity”, ASC 815,“Derivatives and Hedging”, and ASC 470-20,“Debt with Conversion and Other Options”.
Current report
Determining whether an instrument should be classified as debt or equity requires significant judgment and depends on the substance of the contractual terms, rather than solely legal form. If an instrument is classified as a liability, it is initially recorded at fair value or amortized cost and may require subsequent measurement at fair value through earnings, which can result in significant volatility in reported results. If an instrument is classified an equity, it is recorded within stockholders’ equity and is not remeasured, unless it is subsequently modified in a manner requiring reassessment.
Current report
Because these evaluations often involve significant estimates, such as the expected term of the instruments, volatility, discount rates, probability, assessments related to redemption or conversion outcomes, and judgments regarding control, changes in assumptions or interpretations of contractual terms may materially affect the Company’s financial position and results of operations.
Current report
The Company re-evaluates all outstanding financial instruments at each reporting date, and upon occurrence of modifications, exchanges, or amendments, to assess whether changes in facts or circumstances require a change in classification or the identification of new embedded derivatives.
Current report
Recent Accounting Pronouncements
Current report
See Part I, Item 1 “Financial Statements-Note 2 to the Consolidated Financial Statements-New Accounting Pronouncements” of this Form 10-Q.
Removed paragraphs (33)
Previous report
We collect and analyze valuable data on alternative treatments as well as biopsychosocial factors to provide better health outcomes faster. This results in valuable data for patients, the company, and the company’s investors as we aim to become a leading source of evidence-based assessment and treatment data in the fight for patients against the opioid epidemic and as we strive to be a leader in redefined value-based care.
Previous report
Bitcoin Holdings
Previous report
The Company also acquires and holds bitcoin that has been purchased with the proceeds of its warrant exercises. Since May 12, 2025, the Company has purchased 21 bitcoin.
Previous report
The Company’s additional operational focus on acquiring and holding bitcoin and its new vision to adopt a Bitcoin treasury strategy began on May 12, 2025, through its proposed merger with Nakamoto Holdings Inc. (“Nakamoto”), a Bitcoin-native holding company.
Previous report
Nakamoto Holdings, Inc. Merger Agreement
Previous report
On May 12, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, the Company’s newly formed, wholly-owned subsidiary Kindly Holdco Corp., a Delaware corporation (“Merger Sub”), Nakamoto Holdings Inc., a Delaware corporation (“Merger Partner” or “Nakamoto”), and Wade Rivers, LLC, a Wyoming limited liability company (“Wade Rivers”).
Previous report
Pursuant to the Merger Agreement, Merger Sub will be merged with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary (the “Surviving Corporation”) of KindlyMD (the “Merger”). Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of the outstanding common stock, par value $0.001 per share (the “Company Common Stock”), based on a price per share of $1.12. Shares of Merger Sub’s common stock will be converted into shares of common stock of the Surviving Corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares.
Previous report
The Merger Agreement and the transactions contemplated by the Merger Agreement, along with the PIPE Financing and the Debt Financing, are collectively referred to herein as the “Transactions”. The board of directors of the Company (the “Board”) on May 12, 2025, has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) determined that the PIPE Financing and the Debt Financing are fair to and in the best interests of the Company and its stockholders (iii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement and the consummation of the Transactions, including the Merger, the PIPE Financing and the Debt Financing, upon the terms and subject to the conditions set forth in the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement, respectively, (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company, (v) recommended the adoption of the issuance of the Company Common Stock pursuant to the Subscription Agreements and Debenture Purchase Agreement by the stockholders of the Company and (vi) recommended each of the adoption of the Governance Proposal, The New Equity Incentive Plan Proposal, the Convertible Share Issuance Proposal and the Marketing Agreement Share Issuance Proposal (each as defined herein). On May 18, 2025, holders of a majority of the issued and outstanding shares of Company Common Stock delivered to the Company a written shareholder consent in connection with the Merger Agreement, in accordance with Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, to adopt and approve the following Proposals:
Previous report
(1)The Merger Proposal — to approve and adopt the Merger Agreement and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Nakamoto, with Nakamoto continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger Proposal”);
Previous report
(2)The PIPE Proposal — to approve and adopt the Subscription Agreements with the Subscribers in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to (A) issue, and such Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Company Common Stock, in a private placement (the “PIPE Shares”) and (B) use commercially reasonable efforts to register the resale of PIPE Shares with the Securities and Exchange Commission (the “SEC”) within 30 days after closing of the Merger Agreement, seek effectiveness as soon as practicable, and maintain effectiveness until the earlier of (i) the Subscribers no longer holding the PIPE Shares, (ii) all PIPE Shares being freely tradable, or (iii) three years from effectiveness (the “PIPE Proposal”);
Previous report
(3)The Share Issuance Proposal — to approve and adopt the issuance of an aggregate of 477,678,286 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock, of which 22,321,143 shares of Company Common Stock will be issued to the stockholders of Nakamoto and 455,357,143 shares of Company Common Stock will be issued to the Subscribers to comply with: (A) Section 5635(a) of the Nasdaq Rules; (B) Section 5635(b) of the Nasdaq Rules; and (C) Section 5635(d) of the Nasdaq Rules (the “Share Issuance Proposal”);
Previous report
(4)The Governance Proposal — to approve and adopt (A) the Second Amended and Restated Articles of Incorporation of the Company (the “Amended Articles”) to, among other things, (i) increase the number of authorized shares of Company Common Stock to 10,000,000,000, (ii) classify the Board so that there are three classes of directors, designated as Class I, Class II, and Class III, with each class consisting, as nearly as may be practicable, of one-third of the total members of the Board, with each class serving staggered 3-year terms, (iii) prohibit actions by written consent of the shareholders of the Company, (iv) permit the Board to change the name of the Company in its sole discretion, and (v) provide that the sole and exclusive forum for certain actions relating to the Company shall be the United States District Court for the District of Utah and any Utah State court sitting in Salt Lake County, State of Utah of the United States of America and (B) the Second Amended and Restated Corporate Bylaws of the Company (the “Amended Bylaws”) to, among other things, (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors who may serve on the Board, (iv) establish advance notice requirements relating to business to be brought before the annual meeting of the shareholders of the Company, including director nominees, (v) establish requirements relating to calling special meetings and the conduct at such special meetings by the shareholders of the Company, and (vi) prohibit actions by written consent of the shareholders of the Company (the “Governance Proposal”);
Previous report
(5)The New Equity Incentive Plan Proposal — to approve and adopt the Company’s 2025 Equity Incentive Plan and the material terms thereunder (the “New Equity Incentive Plan”) that will be go into effect immediately prior to the closing of the Merger Agreement and related transactions to comply with Section 5635(c) of the Nasdaq Rules, which requires stockholder approval for the issuance of securities when a stock option or purchase plan is to be established, pursuant to which stock may be acquired by officers, directors, employees, or consultants (the “New Equity Incentive Plan Proposal”);
Previous report
(6)The Convertible Debt Issuance Proposal — to approve and adopt the issuance of shares of Company Common Stock to YA II PN, Ltd., a Cayman Islands exempted limited company (the “Convert Investor”) pursuant to the terms of that certain Debenture Purchase Agreement, to comply with Nasdaq Rule 5635(d) (the “Convertible Debt Issuance Proposal”); and
Previous report
(7)The Marketing Agreement Share Issuance Proposal — to approve and adopt the issuance of up to an aggregate of 600,000,000 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock, in accordance with the Master Marketing Services Agreement, dated May 12, 2025 (the “Marketing Agreement”) by and between Nakamoto and BTC, Inc., a Delaware corporation (“BTC Inc”), which will be assigned to and assumed by KindlyMD from Nakamoto at the closing of the Merger Agreement pursuant to the Assignment and Assumption Agreement with Novation by and between KindlyMD, Nakamoto, and BTC (the “Assignment Agreement”), to comply with Nasdaq Rules 5635(a), 5635(b), and 5635(d) (the “Marketing Agreement Share Issuance Proposal”).
Previous report
The Board on June 19, 2025, unanimously (i) determined that the Additional PIPE Financing is fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Additional PIPE Financing, (iii) authorized and approved the execution, delivery and performance by the Company of the Additional Subscription Agreements, upon the terms and subject to the conditions set forth in the Additional Subscription Agreements, and (iv) recommended the adoption of the issuance of the Company Common Stock pursuant to the Additional Subscription Agreements. On June 19, 2025, holders of a majority of the issued and outstanding shares of Company Common Stock delivered to the Company a written shareholder consent, in accordance with Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, to adopt and approve the following proposals (the “June Proposals”):
Previous report
(1)The Additional PIPE Proposal — to approve and adopt the Additional Subscription Agreements with the Additional Subscribers in an aggregate amount of approximately $51.5 million, pursuant to which the Company agreed to (A) issue, and such Additional Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $5.00 per share in a private placement (the “Additional PIPE Shares”) and (B) use commercially reasonable efforts to register the resale of Additional PIPE Shares with the SEC within 30 days after closing of the Merger Agreement, seek effectiveness as soon as practicable, and maintain effectiveness until the earlier of (i) the Additional Subscribers no longer holding the Additional PIPE Shares, (ii) all additional PIPE Shares being freely tradable, or (iii) three years from effectiveness (the “Additional PIPE Proposal”); and
Previous report
(2)The Additional Share Issuance Proposal— to approve and adopt the issuance of an aggregate of 10,300,000 shares of Company Common Stock at a price per share of $5.00 per share of Company Common Stock to the Additional Subscribers to comply with: (A) Section 5635(a) of The Nasdaq Stock Market’s Listing Rules (the “Nasdaq Rules”); (B) Section 5635(b) of the Nasdaq Rules, as applicable ; and (C) Section 5635(d) of the Nasdaq Rules (the “Additional Share Issuance Proposal”).
Previous report
The adoption of the May Proposals and approval of the Merger and related Transactions by the Company’s stockholders required the affirmative vote or consent by the holders of a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote thereon. On May 18, 2025, holders of approximately 50.76% of the outstanding voting power of the Company, which collectively on May 18, 2025 held of record and beneficially owned 3,708,163 shares of Company Common Stock (the “May 18 Majority Stockholders”), delivered a written consent approving and adopting in all respects the Proposals (the “Written Consent”). As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger and related Transactions, or adopt and approve any of the Proposals, and the Company will not be soliciting your vote for or consent to the Proposals and will not call a stockholders’ meeting for purposes of voting on the adoption of the Proposals, including the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement.
Previous report
The adoption of the June Proposals and approval of the Additional PIPE Issuance and related transactions by the Company’s stockholders required the affirmative vote or consent by the holders of a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote thereon. On June 19, 2025, stockholders which collectively on June 19, 2025 held of record and beneficially owned 3,813,927 shares of Company Common Stock representing approximately 50.14% of the aggregate voting power of the then-issued and outstanding shares of Company Common Stock (the “June 19 Majority Stockholders”), delivered a written consent approving and adopting in all respects the June Proposals (the “June Written Consent”).
Previous report
The Merger Agreement contains certain termination rights for the parties, including (i) by mutual written consent; (ii) by either party if the Merger shall not have been consummated by November 14, 2025; (iii) by either party if a permanent injunction has been issued or other law has been enacted prohibiting or making illegal the Merger; (iv) by either party if the required Kindly stockholder approval is not obtained within seven business days after signing; (v) by Kindly if (A) Nakamoto has breached its representations or covenants in a way that causes a condition to closing to fail or, (B) if prior to receipt of Nakamoto stockholder approval, Nakamoto effected a Merger Partner Board Recommendation Change; (vi) by Nakamoto if (A) Kindly has breached its representations or covenants in a way that causes a condition to closing to fail or, (B) if prior to receipt of Kindly stockholder approval, Kindly effected a Public Company Board Recommendation Change; (vii) by either party upon certain material breaches of the other party; (viii) by either party upon receipt of a Superior Proposal prior to receipt of the applicable stockholder approval and subject to certain obligations; and (ix) by Nakamoto if Kindly enters into bankruptcy, receivership or other similar proceedings. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, Kindly may be required to pay Nakamoto a termination fee of $2.5 million, plus the aggregate amount of proceeds received by Kindly in respect of any exercises of any Public Company Warrants. Nakamoto may be required to pay Kindly a termination fee of $2.5 million.
Previous report
On July 22, 2025, the Company has filed a Notice of Stockholder Action by Written Consent and Information Statement on Schedule 14C (the “Information Statement”) with the Securities and Exchange Commission that contains more detailed information on the proposed Merger, the Merger Agreement and the Ancillary Agreements. The foregoing description of the Merger Agreement, as well as the Initial Subscription Agreements, Additional Subscription Agreements, Debenture Purchase Agreement, and other Ancillary Agreements, do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Annexes to the Information Statement that has been mailed to all shareholders of record.** **
Previous report
Warrant Exercises
Previous report
Since May 12, 2025 through the close of business on August 4, 2025, the Company has issued 1,511,320 shares of its common stock pursuant to the exercise of warrants by warrant holders (with 18 of those shares being issued after July 1, 2025). Through the close of business on August 4, 2025, the Company has received a total of $9,216,534 from the exercise of these warrants.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
Other Expense
Previous report
Net loss per share decreased by $0.21, or 63.6%, to $(0.54) for the six months ended June 30, 2025, compared to $(0.33) for the six months ended June 30, 2024. KindlyMD management strives to optimize revenue by increasing sales, improving margins, and controlling ongoing operating expenses.
Previous report
As of June 30, 2025, we had cash and cash equivalents of $6,024,604 and total working capital of $5,881,838. For the six months ended June 30, 2025, the Company incurred an operating loss of $3,451,798 and used cash flows in operating activities of $2,776,302.
Previous report
To date, we have financed our operations primarily through revenues generated from operations and cash proceeds from financing activities. On May 12, 2025, the Company announced its intent to merge with Nakamoto Holdings, Inc., a bitcoin treasury company, and simultaneously exercised warrants previously issued from the IPO on June 3, 2024. Exercising these warrants have provided us with the liquidity and cash reserves necessary to meet our obligations for at least the 12-month period following the date of this report, and to assist us in implementing our strategic operational business plans to create sustained cash flow generation thereafter. Management acknowledges the decrease in working capital and is focused on increasing cash reserves and liquidity in the near term through strategic transactions.
Previous report
Off-Balance Sheet Arrangements
Previous report
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Previous report
Critical Accounting Policies and Estimates
Previous report
For a description, of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025. There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.
Reworded paragraphs (30)
Previous wording
This report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this report are forward-looking statements. The forward-looking statements in this report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements include, but are not limited to, statements concerning the following:
Current wording
This Quarterly Report on Form 10-Q for the three months ended September 30, 2025 (“Form 10-Q”) contains “forward-looking statements”, within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. When used in the Form 10-Q, the words “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements may contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:
Previous wording
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 28, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Current wording
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2025 (the “Form 10-K”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Previous wording
KindlyMD is a patient-first healthcare and healthcare data company redefining value-based care and patient-centered medical services. Formed in 2019, the Company leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide algorithmic guidance on the use of alternative medicine in healthcare.
Current wording
KindlyMD is a patient-first healthcare company redefining value-based care and patient-centered medical services. Formed in 2019, our Company leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide algorithmic guidance on the use of alternative medicine in healthcare.
Previous wording
The Company’s unique value proposition is to provide a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education and inclusion. We focus on creating personalized care plans for each individual that get people back to work and life faster, reduce opioid use, and have high patient satisfaction. The Company believes these methods to be superior in managing the root cause of symptoms and improving health outcomes faster. The company’s competitive advantage lies in its integrated approach to health care services combined with a deep commitment to capturing and utilizing patient data to drive informed, evidence-based care decisions to achieve better health outcomes.
Current wording
Our Company’s unique value proposition is to provide a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education and inclusion. We focus on creating personalized care plans for each individual that get people back to work and life faster, reduce opioid use, and have high patient satisfaction. Our Company believes these methods to be superior in managing the root cause of symptoms and improving health outcomes faster. Our competitive advantage lies in our integrated approach to health care services combined with a deep commitment to capturing and utilizing patient data to drive informed, evidence-based care decisions to achieve better health outcomes.
Previous wording
Its specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. The Company offers outpatient and telemedicine evaluation and management of, but not limited to pain, functional medicine, cognitive behavioral therapy, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy.
Current wording
Our specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. We offer outpatient and telemedicine evaluations and management of, but not limited to pain, functional medicine, cognitive behavioral therapy, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy.
Previous wording
The Company providers are experts in de-prescribing and using alternatives to opioids, such as medical cannabis, Ketamine infusion therapy, and other prescription and non-prescription alternatives.
Current wording
Our providers are experts in de-prescribing and using alternatives to opioids, such as medical cannabis and other prescription and non-prescription alternatives.
Previous wording
The Company is most successful when patients report positive health outcomes and high satisfaction as a result of our care.
Current wording
We are most successful when patients report positive health outcomes and high satisfaction as a result of our care.
Previous wording
The Company’s Bitcoin strategy will generally involve, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements. The Company intends to fund further bitcoin acquisitions primarily through issuances of common stock and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.
Current wording
Our Company’s Bitcoin strategy will generally involve, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase additional Bitcoin and (ii) acquiring Bitcoin with our liquid assets that exceed working capital requirements. We intend to fund further Bitcoin acquisitions primarily through issuances of our shares of common stock, par value $0.001 per share (the “Common Stock”) and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.
Previous wording
The Company views its bitcoin holdings as long-term holdings and expects to continue to accumulate bitcoin in the future. It has not set any specific target for the amount of bitcoin it seeks to hold and will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin. This overall strategy will also contemplate that the Company may (i) enter into additional capital raising transactions that are collateralized by its bitcoin holdings, and (ii) consider pursuing strategies to create income streams or otherwise generate funds using its bitcoin holdings.
Current wording
We view our Bitcoin holdings as long-term holdings and expect to continue to accumulate Bitcoin in the future. We have not set any specific target for the amount of Bitcoin we seek to hold and will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional Bitcoin. Our overall strategy will also contemplate that we may (i) enter into additional capital raising transactions that are collateralized by our Bitcoin holdings, and (ii) consider pursuing strategies to create income streams or otherwise generate funds using its Bitcoin holdings.
Previous wording
Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (collectively, the “Initial Subscription Agreements”) with certain investors (the “Initial Subscribers”) in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to issue, and the Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Company Common Stock (the “Pre-Funded Warrants”), in a private placement (the “Initial PIPE Financing”). The PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Additionally, the Company entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (the “Convert Investor”), under which the Company agreed to sell and issue to the Convert Investor a secured convertible debenture (the “Convertible Debenture”) in aggregate principal amount of $200.0 million (the “Principal Amount”) in exchange for cash or bitcoin equal to 96% of the Principal Amount (the “Debt Financing”). The Company expects to close the Debt Financing in connection with the Merger, subject to customary closing conditions. The Convertible Debenture will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Current wording
Concurrently with the execution of the Merger Agreement, we entered into subscription agreements (collectively, the “Initial Subscription Agreements”) with certain accredited investors (the “Initial Subscribers”) in an aggregate amount of approximately $512 million, pursuant to which we agreed to issue, and the Initial Subscribers agreed to purchase, shares of Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), in a private placement (the “Initial PIPE Financing”). Additionally, we entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (the “Convert Investor”), under which we agreed to sell and issue to the Convert Investor a secured convertible debenture (the “Convertible Debenture”) in aggregate principal amount of $200.0 million (the “Principal Amount”) in exchange for cash or Bitcoin equal to 96.0% of the Principal Amount (the “Debt Financing”). Additionally, on June 19, 2025, the Company subsequently entered into additional subscription agreements, (the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”), with certain new and/or existing investors (the “Additional Subscribers” and, together with the Initial Subscribers, the “Subscribers”) in an aggregate amount of $28.4 million. Under these Additional Subscription Agreements, the Company agreed to issue and sell to the Additional Subscribers shares of Common Stock at a purchase price of $5.00 per share in a private placement on substantially similar terms as the Initial Subscription Agreements (the “Additional PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financings”).
Previous wording
The Company earned $316,999 in reimbursements from insurance payers during the six months ended June 30, 2025, representing a 150.9% increase compared to the $126,325 earned during the six months ended June 30, 2024.
Current wording
The Company earned $372,620 in reimbursements from insurance payers during the three months ended September 30, 2025, representing a 249.7% increase compared to the $106,567 earned during the three months ended September 30, 2024. Based on improvements in referral rates due to increased payor access, we expect the growth of insurance-based reimbursements to continue into the next fiscal year.
Previous wording
Revenues decreased by $230,530, or 36.1%, to $408,527 for the three months ended June 30, 2025, from $639,057 for the three months ended June 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care service pricing and the closing of our Bountiful location.
Current wording
Revenues decreased by $259,658, or 40.1%, to $388,209 for the three months ended September 30, 2025, from $647,867 for the three months ended September 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care service pricing and the closing of our Bountiful, Utah, location.
Previous wording
Operating expenses increased by $1,123,768 or 67.0%, to $2,800,018 for the three months ended June 30, 2025, from $1,676,250 for the three months ended June 30, 2024. The increase in operating expenses is primarily attributable to the following:
Current wording
Operating expenses increased by $9,096,046 or 535.8%, to $10,793,731 for the three months ended September 30, 2025, from $1,697,685 for the three months ended September 30, 2024. The increase in operating expenses is primarily attributable to the following:
Previous wording
Net other expense decreased by $309,093, or 94.3%, to $18,566 for the six months ended June 30, 2025, from $327,659 for the six months ended June 30, 2024. The decrease in net other expense is primarily attributable to the following:
Current wording
Net other expenses increased by $75,665,957, or 212,121.8%, to $75,630,286 for the three months ended September 30, 2025, from net other income of $35,671 for the three months ended September 30, 2024. The increase in net other expense is primarily attributable to the following:
Previous wording
As a result of the cumulative effect of the factors described above, our net loss was $2,413,787 for the three months ended June 30, 2025, compared to a net loss of $1,319,653 for the three months ended June 30, 2024.
Current wording
As a result of the cumulative effect of the factors described above, our net loss was $86,035,808 for the three months ended September 30, 2025, compared to a net loss of $1,014,147 for the three months ended September 30, 2024.
Previous wording
Net loss per share increased by $0.09, or 34.6%, to $(0.35) for the three months ended June 30, 2025, compared to $(0.26) for the three months ended June 30, 2024. KindlyMD management strives to look for opportunities to optimize revenue by increasing sales, improving margins, and controlling ongoing operating expenses.
Current wording
Net loss per share increased by $0.25, or 147.1%, to $(0.42) for the three months ended September 30, 2025, compared to $(0.17) for the three months ended September 30, 2024.
Previous wording
The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenues:
Current wording
The following table sets forth key components of our results of operations during the nine months ended September 30, 2025 and 2024, both in dollars and as a percentage of our revenues:
Previous wording
The Company earned $231,726 in reimbursements from insurance payers during the three months ended June 30, 2025, representing a 153.1% increase compared to the $91,553 earned during the three months ended June 30, 2024.
Current wording
The Company earned $689,619 in reimbursements from insurance payers during the nine months ended September 30, 2025, representing a 196.2% increase compared to the $232,842 earned during the nine months ended September 30, 2024. The increase is primarily due to expansion of payor contracts and increased in-network referrals.
Previous wording
Revenues decreased by $479,904, or 32.7%, to $988,182 for the six months ended June 30, 2025, from $1,468,086 for the six months ended June 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services and the closing of our Bountiful location. KindlyMD continues increase our medical services and shift toward insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, Cigna, and other commercial payers as we expand our service line.
Current wording
Revenues decreased by $739,562, or 35.0%, to $1,376,391 for the nine months ended September 30, 2025, from $2,115,953 for the nine months ended September 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services and the closing of our Bountiful, Utah, location. KindlyMD continues to increase our insurance-billed medical services and shift toward insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, Cigna, and other commercial payers as we expand our service line.
Previous wording
Operating expenses increased by $1,679,008 or 61.2%, to $4,421,414 for the six months ended June 30, 2025, from $2,742,406 for the six months ended June 30, 2024. The increase in operating expenses is primarily attributable to the following:
Current wording
Operating expenses increased by $10,775,054 or 242.7%, to $15,215,145 for the nine months ended September 30, 2025, from $4,440,091 for the nine months ended September 30, 2024. The increase in operating expenses is primarily attributable to the following:
Previous wording
Net other expense decreased by $260,164, or 92.1%, to $22,296 for the three months ended June 30, 2025, from $282,460 for the three months ended June 30, 2024. The decrease in net other expense is primarily attributable to the following:
Current wording
Net other expense increased by $75,356,864, or 25,808.2%, to $75,648,852 for the nine months ended September 30, 2025, from $291,988 for the nine months ended September 30, 2024. The decrease in net other expense is primarily attributable to the following:
Previous wording
As a result of the cumulative effect of the factors described above, our net loss was $3,451,798 for the six months ended June 30, 2025, compared to a net loss of $1,601,979 for the six months ended June 30, 2024.
Current wording
As a result of the cumulative effect of the factors described above, our net loss was $89,487,606 for the nine months ended September 30, 2025, compared to a net loss of $2,616,126 for the nine months ended September 30, 2024.
Previous wording
The following table sets forth key components of our results of cash flow activities during the six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth key components of our results of cash flow activities during the nine months ended September 30, 2025 and 2024:
Previous wording
Net cash used in operating activities was $1,126,976 for the six months ended June 30, 2024, which was primarily due to a net loss of $1,601,979 and an increase in prepaid expenses and other current assets of $305,430, which was partially offset by non-cash expenses of $452,940 and an increase in accounts payable and accrued expenses of $298,939.
Current wording
Net cash used in operating activities was $15,943,968 for the nine months ended September 30, 2025, which was primarily due to a net loss of $89,487,606, an increase in prepaid expenses and other current assets of $2,675,507 and an increase in accounts payable and accrued expenses of $1,596,538, which was partially offset by non-cash expenses of $77,896,871.
Previous wording
Net cash used in operating activities was $2,776,302 for the six months ended June 30, 2025, which was primarily due to a net loss of $3,451,798 and an increase in prepaid expenses and other current assets of $148,222, which was partially offset by non-cash expenses of $836,157 and an increase in accounts payable and accrued expenses of $40,476.
Current wording
Net cash used in operating activities was $2,172,361 for the nine months ended September 30, 2024, which was primarily due to a net loss of $2,616,126 and an increase in prepaid expenses and other current assets of $250,091, which was partially offset by non-cash expenses of $629,314 and an increase in accounts payable and accrued expenses of $101,706.
Previous wording
Net cash used in investing activities was $2,521,108 for the six months ended June 30, 2025, which was the result of the purchase of digital assets of $2,289,585 and an increase in capitalized software additions of $231,523.
Current wording
Net cash used in investing activities was $686,301,021 for the nine months ended September 30, 2025, which was the result of the purchase of digital assets of $681,247,326 and investments in unconsolidated affiliates of $45,007,992, which was partially offset by the sale of digital assets of $40,000,110.
Previous wording
Net cash used in investing activities was $11,182 for the six months ended June 30, 2024, which was the result of the purchase of property and equipment.
Current wording
Net cash used in investing activities was $13,291 for the nine months ended September 30, 2024, which was the result of the purchase of property and equipment.
Previous wording
Net cash provided by financing activities was $9,048,390 for the six months June 30, 2025, which was primarily due to $9,216,420 in proceeds from the exercise of warrants.
Current wording
Net cash provided by financing activities was $724,156,448 for the nine months September 30, 2025, which was primarily due to $540,006,942 in aggregate proceeds from PIPE Financings, $203,017,500 in proceeds from the Naka Credit Facility, $191,850,000 in proceeds from the issuance of Convertible Debenture payable, $9,216,534 in proceeds from the exercise of warrants, and $5,659,976 in proceeds from sales pursuant to the Sales Agreement, which was partially offset by the repayment of $203,000,000 of the Convertible Debenture.
Previous wording
Net cash provided by financing activities was $5,352,664 for the six months ended June 30, 2024, which was primarily due to $5,860,650 of net proceeds from the issuance of common stock and warrants in connection with our IPO. This was partially offset by $552,655 in repayments of notes payable.
Current wording
Net cash provided by financing activities was $5,303,096 for the nine months ended September 30, 2024, which was primarily due to $5,860,650 of net proceeds from the issuance of Common Stock and warrants in connection with our IPO. This was partially offset by $601,724 in repayments of notes payable.
Previous wording
As a result of these cash flow activities, our net cash increased by $3,750,980, or 165.0%, from $2,273,624 as of December 31, 2024, to $6,024,604 as of June 30, 2025.
Current wording
As a result of these cash flow activities, our net cash increased by $21,911,459, or 963.7%, from $2,273,624 as of December 31, 2024, to $24,185,083 as of September 30, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Additionally, on June 19, 2025, the Company subsequently entered into additional subscription agreements, (the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”), with certain new and/or existing investors (the “Additional Subscribers” and, together with the Initial Subscribers, the “Subscribers”) in an aggregate amount of $51.5 million. Under these Additional Subscription Agreements, the Company agreed to issue and sell to the Additional Subscribers shares of Company Common Stock at a purchase price of $5.00 per share in a private placement on substantially similar terms as the Initial Subscription Agreements (the “Additional PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financings”). The Additional PIPE Financing will each be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.