Kindly MD, Inc.

For the period ended Sep 30, 2025. Filed Nov 19, 2025.

About this filing

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$5.83+2.8%Stored close · as of Nov 9, 2026

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Contents

Item 6. Exhibits

Exhibit
Number	Exhibit Description
2.1**	Merger Agreement, dated as of May 12, 2025 (incorporated by reference to Annex A filed with Kindly MD, Inc.’s Information Statement on Schedule 14C filed on July 22, 2025).
3.1**	Second Amended and Restated Articles of Incorporation of Kindly MD, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
3.2**	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 15, 2025).
4.1**	Secured Convertible Debenture, dated August 15, 2025, by Kindly MD, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
4.2**	Form of Indenture (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3, filed with the SEC on August 26, 2025).
10.1**	Registration Rights Agreement, dated as of August 14, 2025, by and among Kindly MD, Inc. and the stockholders of Nakamoto Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.2**	Assignment and Assumption Agreement, dated as of August 14, 2025, by and among Kindly MD, Inc., Nakamoto Holdings, Inc. and BTC Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.3**	Guaranty and Security Agreement, dated as of August 15, 2025, by and between Naka SPV 2, LLC and YA II PN, Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.4**	Registration Rights Agreement, dated as of August 15, 2025, by and among Kindly MD, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.5**	Administrative Services Agreement, dated as of August 14, 2025, by and between Kindly MD, Inc., BTC Inc. and certain subsidiaries of Kindly MD, Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.6**	Form of Pre-Funded Common Stock Purchase Warrant of Kindly MD, Inc., issued as of August 14, 2025 (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.7**	Form of Kindly MD Inc.’s Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).

10.8**+	Addendum to Executive Employment Agreement with Tim Pickett, dated August 14, 2025 (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.9**+	Addendum to Executive Employment Agreement with Jared Barrera, dated August 14, 2025 (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.10**+	Consulting Agreement, by and between BTC Consulting, LLC and Kindly MD, Inc., dated August 14, 2025 (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.11**+	Employment Agreement, by and between Tyler Evans and Kindly MD, Inc., dated August 14, 2025 (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.12**+	Employment Agreement, by and between Andrew Creighton and Kindly MD, Inc., dated August 14, 2025 (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.13**+	Consulting Agreement, by and between Second Gate Advisory LLC and Kindly MD, Inc. dated August 14, 2025 (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.14**	Sales Agreement, dated August 26, 2025, by and among the Company and 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 (incorporated by reference to Exhibit 1.2 to the Company’s Form S-3, filed with the SEC on August 26, 2025).
10.15**	Private Deed, dated as of September 4, 2025, by and among Treasury, Stichting, and Nakamoto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2025).
10.16**	Loan Agreement, dated as of September 30, 2025, among KindlyMD and Two Prime Lending Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2025).
10.17**	Loan Agreement dated October 6, 2025, by and between Antalpha Digital Pte. Ltd. and Naka 2 SPV, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2025).
31.1*	Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2*	Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
101.INS***	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH***	Inline XBRL Taxonomy Extension Schema Document.
101.CAL***	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE***	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Previously filed.
+	Executive compensation plan or arrangement.
***	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KINDLY MD, INC.
	(Registrant)
Date: November 19, 2025	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

Date: November 19, 2025	By:	/s/ Jared Barrera
		Jared Barrera
		Chief Financial Officer

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